DETROIT EDISON CO, 10-Q, 1997-10-27

DETROIT EDISON CO
10-Q, 1997-10-27
ELECTRIC SERVICES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 1997

COMMISSION REGISTRANTS; STATE OF INCORPORATION; I.R.S. EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
- ----------- ------------------------------------ ------------------
1-11607 DTE Energy Company 38-3217752
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000

1-2198 The Detroit Edison Company 38-0478650
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-8000

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES X NO
--- ---

At September 30, 1997, 145,097,829 shares of DTE Energy's Common Stock,
substantially all held by non-affiliates, were outstanding.

<PAGE> 2

DTE ENERGY COMPANY
AND
THE DETROIT EDISON COMPANY
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997

This document contains the Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1997 for each of DTE Energy Company and The Detroit Edison
Company. Information contained herein relating to an individual registrant is
filed by such registrant on its own behalf. Accordingly, except for its
subsidiaries, The Detroit Edison Company makes no representation as to
information relating to any other companies affiliated with DTE Energy Company.

TABLE OF CONTENTS
<TABLE>

Page
----
<S> <C>
Definitions.......................................................................3

Quarterly Report on Form 10-Q for DTE Energy Company:
Part I- Financial Information..................................................4
Item 1 - Condensed Consolidated Financial Statements (Unaudited).......4
Notes to Condensed Consolidated Financial
Statements (Unaudited).......................................15
Independent Accountants' Report..............................17
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................18
Part II-Other Information.....................................................24
Item 1 - Legal Proceedings............................................24
Item 5 - Other Information............................................24

Quarterly Report on Form 10-Q for The Detroit Edison Company:
Part I-Financial Information..................................................25
Item 1 - Condensed Consolidated Financial Statements (Unaudited)......25
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................25
Part II-Other Information.....................................................25
Item 1 - Legal Proceedings............................................25
Item 5 - Other Information............................................25

Quarterly Reports on Form 10-Q for DTE Energy Company and The Detroit
Edison Company:
Item 6 - Exhibits and Reports on Form 8-K.............................26

Signature Page to DTE Energy Company Quarterly Report on Form 10-Q...............33
Signature Page to The Detroit Edison Company Quarterly Report on Form 10-Q.......34
</TABLE>

<PAGE> 3

DEFINITIONS

Annual Report ...........1996 Annual Report to the Securities and Exchange
Commission on Form 10-K for DTE Energy Company or The
Detroit Edison Company, as the case may be

Annual Report Notes......Notes to Consolidated Financial Statements appearing on
pages 49 through 59 of the 1996 Annual Report to the
Securities and Exchange Commission on Form 10-K for
DTE Energy Company and The Detroit Edison Company

Company .................DTE Energy Company and Subsidiary Companies

Detroit Edison ..........The Detroit Edison Company (a wholly owned subsidiary
of DTE Energy Company) and Subsidiary Companies

FERC ....................Federal Energy Regulatory Commission

kWh .....................Kilowatthour

MPSC ....................Michigan Public Service Commission

MWh .....................Megawatthour

Note(s) .................Note(s) to Condensed Consolidated Financial
Statements (Unaudited) appearing herein

Quarterly Report Notes...Notes to Condensed Consolidated Financial Statements
(Unaudited) appearing in the Quarterly Report to the
Securities and Exchange Commission on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997
for DTE Energy Company or The Detroit Edison
Company, as the case may be

Registrant ..............Company or Detroit Edison, as the case may be

<PAGE> 4

QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):

DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
-----------------------------------------------------
1997 1996 1997 1996
-----------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric - System $ 950,484 $ 958,439 $ 2,649,532 $ 2,703,835
Electric - Interconnection and Steam 34,683 17,793 77,721 52,265
Non-Regulated 44,492 1,102 63,348 2,134
- -----------------------------------------------------------------------------------------------------
Total Operating Revenues $ 1,029,659 $ 977,334 $ 2,790,601 $ 2,758,234
- -----------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Operation
Fuel $ 178,804 $ 184,766 $ 489,208 $ 527,120
Purchased power 49,240 41,800 134,241 102,925
Other operation 219,829 157,582 555,900 466,831
Maintenance 66,215 65,218 200,945 217,518
Steam heating special charges - 149,231 - 149,231
Depreciation and amortization 130,521 131,959 406,533 394,563
Deferred Fermi 2 amortization (747) (1,119) (2,240) (3,359)
Amortization of deferred Fermi 2 depreciation
and return 27,973 25,485 83,919 76,453
Taxes other than income 68,483 65,919 202,983 195,674
Income taxes 75,721 37,853 193,657 171,628
- -----------------------------------------------------------------------------------------------------
Total Operating Expenses $ 816,039 $ 858,694 $ 2,265,146 $ 2,298,584
- -----------------------------------------------------------------------------------------------------
OPERATING INCOME $ 213,620 $ 118,640 $ 525,455 $ 459,650
- -----------------------------------------------------------------------------------------------------
OTHER INCOME AND (DEDUCTIONS)
Allowance for other funds used
during construction $ 263 $ 456 $ 750 $ 1,430
Other income and (deductions) - net (4,187) (925) (13,706) (7,550)
Accretion income 1,198 1,967 4,184 6,444
Accretion expense (2,382) - (7,146) -
Income taxes 2,191 173 6,123 1,054
- -----------------------------------------------------------------------------------------------------
Net Other Income and (Deductions) $ (2,917) $ 1,671 $ (9,795) $ 1,378
- -----------------------------------------------------------------------------------------------------
INTEREST CHARGES
Long-term debt $ 70,691 $ 68,916 $ 205,494 $ 206,537
Amortization of debt discount and expense 2,776 2,959 8,599 8,881
Other 2,736 1,421 5,997 3,464
Allowance for borrowed funds used during
construction (credit) (344) (826) (979) (2,588)
- -----------------------------------------------------------------------------------------------------
Net Interest Charges $ 75,859 $ 72,470 $ 219,111 $ 216,294
- -----------------------------------------------------------------------------------------------------
PREFERRED STOCK DIVIDENDS OF SUBSIDIARY 2,907 2,908 8,722 13,108
- -----------------------------------------------------------------------------------------------------
NET INCOME $ 131,937 $ 44,933 $ 287,827 $ 231,626
=====================================================================================================
COMMON SHARES OUTSTANDING - AVERAGE 145,097,829 145,119,875 145,101,949 145,119,875
EARNINGS PER COMMON SHARE $ 0.91 $ 0.31 $ 1.98 $ 1.60
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.515 $ 0.515 $ 1.545 $ 1.545
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).

<PAGE> 5

DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------------------------
1997 1996 1997 1996
------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 131,937 $ 44,933 $ 287,827 $ 231,626
Adjustments to reconcile net income to net cash
from operating activities:
Accretion income (1,198) (1,967) (4,184) (6,444)
Accretion expense 2,382 - 7,146 -
Depreciation and amortization 130,521 131,959 406,533 394,563
Deferred Fermi 2 amortization and return - net 27,226 24,366 81,679 73,094
Deferred income taxes and investment tax credit - net 8,461 (46,885) (13,811) (18,273)
Fermi 2 refueling outage - net 3,330 (3,062) 10,187 3,454
Steam heating special charge (credit) (3,278) 149,231 (9,834) 149,231
Other (11,412) 23,074 16,548 13,618
Changes in current assets and liabilities:
Customer accounts receivable and unbilled revenues 4,354 (7,527) 7,724 (25,253)
Other accounts receivable (9,655) (8,029) (37,953) (12,768)
Inventories 15,489 27,594 (9,904) 39,815
Accounts payable 6,918 (21,608) (25,173) (23,865)
Taxes payable 16,065 22,308 9,876 10,904
Interest payable (10,305) (14,705) (12,950) (10,086)
Other 1,112 18,187 (34,914) (37,799)
- ------------------------------------------------------------------------------------------------------------
Net cash from operating activities $ 311,947 $337,869 $ 678,797 $ 781,817
- ------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures - regulated $(107,173) $(130,076) $(315,778) $(355,453)
Plant and equipment expenditures - non-regulated (1,322) (15,875) (219,773) (42,478)
Nuclear decommissioning trust funds (8,330) (11,978) (45,088) (34,772)
Non-regulated investments (961) (260) (7,009) (6,545)
Other changes in current assets and liabilities 3,750 1,753 (2,364) 906
Other 497 (2,210) 13,355 (16,464)
- ------------------------------------------------------------------------------------------------------------
Net cash used for investing activities $(113,539) $(158,646) $(576,657) $(454,806)
- ------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt $ - $ 34,880 $ 249,600 $ 219,880
Increase (decrease) in short-term borrowings (111,788) (94,988) 96,999 (36,990)
Redemption of long-term debt - (6,500) (184,714) (75,714)
Redemption of preferred stock - - - (185,000)
Dividends on common stock (74,729) (74,737) (224,194) (224,212)
Other - (11) (68) (9,986)
- ------------------------------------------------------------------------------------------------------------
Net cash used for financing activities $(186,517) $(141,356) $ (62,377) $(312,022)
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS $ 11,891 $ 37,867 $ 39,763 $ 14,989
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF THE PERIOD 80,906 42,070 53,034 64,948
- ------------------------------------------------------------------------------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END
OF THE PERIOD $ 92,797 $ 79,937 $ 92,797 $ 79,937
- ------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $ 74,039 $ 83,770 $ 212,487 $ 216,944
Income taxes paid 58,086 51,248 186,129 165,194
New capital lease obligations 100 21,700 32,990 33,882
============================================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
5

<PAGE> 6
DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
(Dollars in Thousands)

OTHER PROPERTY AND INVESTMENTS
Non-utility property $ 286,649 $ 72,152
Investments and special funds 55,949 47,543
Nuclear decommissioning trust funds 216,602 171,514
- -------------------------------------------------------------------------------------------------
$559,200 $ 291,209
- -------------------------------------------------------------------------------------------------

CURRENT ASSETS
Cash and temporary cash investments $ 92,797 $ 53,034
Customer accounts receivable and unbilled revenues (less allowance
for uncollectible accounts of $20,000) 432,752 440,476
Other accounts receivable 81,958 44,005
Inventories (at average cost)
Fuel 113,395 119,631
Materials and supplies 161,008 144,316
Prepayments 47,014 8,913
- -------------------------------------------------------------------------------------------------
$ 928,924 $ 810,375
- -------------------------------------------------------------------------------------------------

DEFERRED DEBITS
Regulatory assets $ 856,415 $ 975,351
Prepaid pensions 84,215 91,579
Unamortized debt expense 54,742 45,357
Other 37,995 40,150
- -------------------------------------------------------------------------------------------------
$ 1,033,367 $ 1,152,437
- -------------------------------------------------------------------------------------------------
TOTAL $ 11,187,557 $ 11,014,929
=================================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).

<PAGE> 7

DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
LIABILITIES
(Dollars in Thousands)

<TABLE>
<CAPTION>
September 30 December 31
1997 1996
------------ -----------
<S> <C> <C>
CAPITALIZATION
Common stock - without par value, 400,000,000 shares
authorized; 145,097,829 and 145,119,875 shares
outstanding, respectively $ 1,951,140 $ 1,951,437
Retained earnings used in the business 1,555,683 1,492,417
- ------------------------------------------------------------------------------------
Total common shareholders' equity $ 3,506,823 $ 3,443,854
Cumulative preferred stock of subsidiary 144,405 144,405
Long-term debt 3,945,677 3,779,334
- ------------------------------------------------------------------------------------
Total Capitalization $ 7,596,905 $ 7,367,593
- ------------------------------------------------------------------------------------

OTHER NON-CURRENT LIABILITIES
Obligations under capital leases $ 140,526 $ 115,742
Other postretirement benefits - 5,516
Other 71,804 67,078
- ------------------------------------------------------------------------------------
$ 212,330 $ 188,336
- ------------------------------------------------------------------------------------

CURRENT LIABILITIES
Short-term borrowings $ 107,000 $ 10,001
Amounts due within one year
Long-term debt 47,298 144,214
Obligations under capital leases 121,061 144,499
Accounts payable 132,132 160,786
Property and general taxes 19,179 29,475
Income taxes 33,983 14,334
Accumulated deferred income taxes 48,830 44,418
Interest payable 47,455 60,405
Dividends payable 77,630 77,644
Payrolls 94,942 81,448
Fermi 2 refueling outage 11,536 1,349
Other 125,294 133,409
- ------------------------------------------------------------------------------------
$866,340 $ 901,982
- ------------------------------------------------------------------------------------

DEFERRED CREDITS
Accumulated deferred income taxes $ 1,974,436 $ 2,023,691
Accumulated deferred investment tax credits 304,469 315,030
Other 233,077 218,297
- ------------------------------------------------------------------------------------
$ 2,511,982 $ 2,557,018
- ------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
- ------------------------------------------------------------------------------------
TOTAL $11,187,557 $11,014,929
====================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).

<PAGE> 8

DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF
COMMON SHAREHOLDERS' EQUITY (UNAUDITED)
(Dollars in Thousands)

Retained Total
Common Stock Earnings Common
------------ Used in the Shareholders'
Shares Amount Business Equity
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1996 145,119,875 $1,951,437 $1,492,417 $3,443,854

Net income 287,827 287,827

Cash dividends declared on
Common stock - $1.545 per share (224,179) (224,179)

Repurchase and retirement of
common stock (22,046) (297) (382) (679)
- --------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1997 145,097,829 $1,951,140 $1,555,683 $3,506,823
============================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
8

<PAGE> 9

[This page intentionally left blank.]

<PAGE> 10

THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
-------------------------------------------
1997 1996 1997 1996
-------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric - System $950,484 $958,439 $2,649,532 $2,703,835
Electric - Interconnection and Steam 34,683 17,793 77,721 52,265
- ---------------------------------------------------------------------------------------------
Total Operating Revenues $985,167 $976,232 $2,727,253 $2,756,100
- ---------------------------------------------------------------------------------------------
OPERATING EXPENSES
Operation
Fuel $178,804 $184,766 $489,208 $527,120
Purchased power 49,240 41,800 134,241 102,925
Other operation 176,473 155,251 492,802 461,217
Maintenance 66,215 65,218 200,945 217,518
Steam heating special charges - 149,231 - 149,231
Depreciation and amortization 129,897 131,849 405,429 394,242
Deferred Fermi 2 amortization (747) (1,119) (2,240) (3,359)
Amortization of deferred Fermi 2 depreciation
and return 27,973 25,485 83,919 76,453
Taxes other than income 68,381 65,916 202,688 195,566
Income taxes 87,647 38,554 210,382 173,424
- ---------------------------------------------------------------------------------------------
Total Operating Expenses $783,883 $856,951 $2,217,374 $2,294,337
- ---------------------------------------------------------------------------------------------
OPERATING INCOME $201,284 $119,281 $509,879 $461,763
- ---------------------------------------------------------------------------------------------
OTHER INCOME AND (DEDUCTIONS)
Allowance for other funds used
during construction $263 $456 $750 $1,430
Other income and (deductions) - net (4,863) (1,492) (15,435) (9,678)
Accretion income 1,198 1,967 4,184 6,444
Accretion expense (2,382) - (7,146) -
Income taxes 2,191 173 6,123 1,054
- ---------------------------------------------------------------------------------------------
Net Other Income and (Deductions) $(3,593) $1,104 $(11,524) $(750)
- ---------------------------------------------------------------------------------------------
INTEREST CHARGES
Long-term debt $64,862 $68,916 $197,700 $206,537
Amortization of debt discount and expense 2,763 2,947 8,561 8,855
Other 2,201 1,327 5,208 3,268
Allowance for borrowed funds used during
construction (credit) (344) (826) (979) (2,588)
- ---------------------------------------------------------------------------------------------
Net Interest Charges $69,482 $72,364 $210,490 $216,072
- ---------------------------------------------------------------------------------------------
NET INCOME $128,209 $48,021 $287,865 $244,941
PREFERRED STOCK DIVIDENDS 2,907 2,908 8,722 13,108
- ---------------------------------------------------------------------------------------------
NET INCOME AVAILABLE FOR COMMON STOCK $125,302 $45,113 $279,143 $231,833
=============================================================================================
</TABLE>

Note: Detroit Edison's condensed consolidated financial statements are
presented here for ease of reference and are not considered to be part of
Item 1 of the Company's report.

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
10

<PAGE> 11

THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $128,209 $48,021 $287,865 $244,941
Adjustments to reconcile net income to net cash
from operating activities:
Accretion income (1,198) (1,967) (4,184) (6,444)
Accretion expense 2,382 - 7,146 -
Depreciation and amortization 129,897 131,849 405,429 394,242
Deferred Fermi 2 amortization and return - net 27,226 24,366 81,679 73,094
Deferred income taxes and investment tax credit - net 3,377 (46,921) (20,297) (18,361)
Fermi 2 refueling outage - net 3,330 (3,062) 10,187 3,454
Steam heating special charge (credit) (3,278) 149,231 (9,834) 149,231
Other (14,735) 10,968 52,231 4,687
Changes in current assets and liabilities:
Customer accounts receivable and unbilled revenues 4,354 (7,527) 7,724 (25,253)
Other accounts receivable (1,660) (9,185) (21,034) (10,127)
Inventories 19,208 27,594 5,590 39,815
Accounts payable 4,355 (14,972) (33,208) (27,411)
Taxes payable 25,776 24,083 17,530 10,998
Interest payable (10,443) (14,630) (13,180) (10,087)
Other (6,267) 30,627 (41,456) (39,100)
- ---------------------------------------------------------------------------------------------------------
Net cash from operating activities $310,533 $348,475 $732,188 $ 783,679
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures $(107,173) $(130,084) $(315,778) $(355,461)
Nuclear decommissioning trust funds (8,330) (11,978) (45,088) (34,772)
Other changes in current assets and liabilities 3,217 1,753 (2,364) 906
Other (3,246) (2,591) 8,886 (4,936)
- ---------------------------------------------------------------------------------------------------------
Net cash used for investing activities $(115,532) $(142,900) $(354,344) $(394,263)
- ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt $ - $ - $ - $185,000
Increase (decrease) in short-term borrowings (113,788) (94,988) 61,999 (36,990)
Redemption of long-term debt - (6,500) (184,714) (75,714)
Redemption of preferred stock - - - (185,000)
Dividends on common and preferred stock (82,724) (82,724) (248,171) (249,086)
Cash portion of restructuring dividend to parent - - - (56,510)
Other - - (68) (8,367)
- ---------------------------------------------------------------------------------------------------------
Net cash used for financing activities $(196,512) $(184,212) $(370,954) $(426,667)
- ---------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
CASH INVESTMENTS $(1,511) $21,363 $6,890 $(37,251)
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF THE PERIOD 10,866 6,334 2,465 64,948
- ----------------------------------------------------------------------------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END
OF THE PERIOD $9,355 $27,697 $9,355 $27,697
- ----------------------------------------------------------------------------------------------------------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $73,513 $83,613 $210,427 $216,765
Income taxes paid 68,065 51,922 199,702 167,088
New capital lease obligations 100 21,700 32,990 33,882
Non-cash portion of restructuring dividend to parent - - - 26,716
==========================================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
11

<PAGE> 12

THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
(Dollars in Thousands)

<TABLE>
<CAPTION>
September 30 December 31
1997 1996
------------ -----------
<S> <C> <C> <C>
UTILITY PROPERTIES
Electric plant in service $14,118,536 $13,776,535
Less: Accumulated depreciation and amortization (5,748,997) (5,367,110)
- -----------------------------------------------------------------------------------------------
$8,369,539 $8,409,425
Construction work in progress 34,940 91,242
- -----------------------------------------------------------------------------------------------
Net utility properties $8,404,479 $8,500,667
- -----------------------------------------------------------------------------------------------
Property under capital leases (less accumulated amortization
of $108,323 and $102,346, respectively) $151,013 $126,137
Nuclear fuel under capital lease (less accumulated amortization
of $497,077 and $473,788, respectively) 110,574 134,104
- -----------------------------------------------------------------------------------------------
Net property under capital leases $261,587 $260,241
- -----------------------------------------------------------------------------------------------
Total owned and leased properties $8,666,066 $8,760,908
- -----------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS
Non-utility property $7,368 $7,423
Investments and special funds 32,948 31,145
Nuclear decommissioning trust funds 216,602 171,514
- -----------------------------------------------------------------------------------------------
$256,918 $210,082
- -----------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and temporary cash investments $9,355 $2,465
Customer accounts receivable and unbilled revenues (less allowance
for uncollectible accounts of $20,000) 432,752 440,476
Other accounts receivable 62,401 41,367
Inventories (at average cost)
Fuel 113,396 119,631
Materials and supplies 145,513 144,316
Prepayments 45,392 8,394
- -----------------------------------------------------------------------------------------------
$808,809 $756,649
- -----------------------------------------------------------------------------------------------
DEFERRED DEBITS
Regulatory assets $856,415 $975,351
Prepaid pensions 84,215 91,579
Unamortized debt expense 42,962 45,247
Other 6,378 34,661
- -----------------------------------------------------------------------------------------------
$ 989,970 1,146,838
- -----------------------------------------------------------------------------------------------
$10,721,763 $10,874,477
===============================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
12

<PAGE> 13

THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
LIABILITIES
(Dollars in Thousands)

<TABLE>
<CAPTION>
September 30 December 31
1997 1996
------------ -----------
<S> <C> <C>
CAPITALIZATION
Common stock - $10 par value, 400,000,000 shares authorized;
145,119,875 shares outstanding $1,451,199 $1,451,199
Premium on common stock 547,799 547,799
Common stock expense (47,561) (47,561)
Retained earnings used in the business 1,430,798 1,391,104
- -------------------------------- -------------------------------------------------------
Total common shareholders' equity $3,382,235 $3,342,541
Cumulative preferred stock 144,405 144,405
Long-term debt 3,680,761 3,740,434
- ----------------------------------------------------------------------------------------
Total Capitalization $7,207,401 $7,227,380
- ----------------------------------------------------------------------------------------
OTHER NON-CURRENT LIABILITIES
Obligations under capital leases $140,526 $115,742
Other postretirement benefits - 5,516
Other 71,804 67,078
- ----------------------------------------------------------------------------------------
$212,330 $188,336
- ----------------------------------------------------------------------------------------
CURRENT LIABILITIES
Short-term borrowings $72,000 $10,001
Amounts due within one year
Long-term debt 19,214 144,214
Obligations under capital leases 121,061 144,499
Accounts payable 121,905 158,594
Property and general taxes 18,762 29,455
Income taxes 43,659 15,959
Accumulated deferred income taxes 48,830 44,418
Interest payable 47,223 60,403
Dividends payable 82,723 82,723
Payrolls 92,964 81,181
Fermi 2 refueling outage 11,536 1,349
Other 117,791 131,840
- ----------------------------------------------------------------------------------------
$ 797,668 $ 904,636
- ----------------------------------------------------------------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes $ 1,966,818 $ 2,022,550
Accumulated deferred investment tax credits 304,469 315,030
Other 233,077 216,545
- ----------------------------------------------------------------------------------------
$ 2,504,364 $ 2,554,125
- ----------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
- ----------------------------------------------------------------------------------------
TOTAL $10,721,763 $10,874,477
========================================================================================
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
13

<PAGE> 14

THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF
COMMON SHAREHOLDERS' EQUITY (UNAUDITED)
(Dollars in Thousands)

Common Stock Premium Retained Total
----------------------- on Common Earnings Common
$10 Par Common Stock Used in the Shareholders'
Shares Value Stock Expense Business Equity
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996 145,119,875 $1,451,199 $547,799 $(47,561) $1,391,104 $3,342,541

Net income 287,865 287,865

Cash dividends declared
Common stock - $1.65 per share (239,449) (239,449)
Cumulative preferred stock* (8,722) (8,722)
- -------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1997 145,119,875 $1,451,199 $547,799 $(47,561) $1,430,798 $3,382,235
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*At established rate for each series

See accompanying Notes to the Condensed Consolidated Financial Statements
(Unaudited).
14

<PAGE> 15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
DTE ENERGY COMPANY, THE DETROIT EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTE 1 - ANNUAL REPORT NOTES

These condensed consolidated financial statements should be read in
conjunction with the Quarterly Report Notes and the Annual Report Notes. The
Notes contained herein supplement matters discussed in the Quarterly Report
Notes and the Annual Report Notes.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The condensed consolidated financial statements are unaudited, but in the
opinion of the Company and Detroit Edison, with respect to its own financial
statements, include all adjustments necessary for a fair statement of the
results for the interim periods. Financial results for this interim period are
not necessarily indicative of results that may be expected for any other
interim period or for the fiscal year.

NOTE 2 - FERMI 2

As discussed in the Annual Report Notes and the Quarterly Report Notes,
Fermi 2 was shut down earlier in 1997 for inspection and required repairs and
testing. Repairs to the main generator were completed and the unit was
restarted on May 2, 1997. The unit was operating at more than 90 percent power
from May 17, 1997 through October 2, 1997. On October 3, 1997, Fermi 2 was
shut down to replace two defective fuel assemblies. It restarted on October
19, 1997.

NOTE 3 - REGULATORY MATTERS

As discussed in Part I, Item 2, herein, there are continuing proceedings
in the State of Michigan for electric industry restructuring. While the
Company and Detroit Edison believe that the ultimate outcome of these
proceedings will allow for recovery of investment in utility assets, including
recorded regulatory assets, the actual amounts recovered may differ from the
recorded amounts.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

As discussed in the Annual Report Notes and the Quarterly Report Notes, a
class action is pending in the Circuit Court for Wayne County, Michigan
(Gilford, et al v Detroit Edison) in which plaintiffs are alleging that Detroit
Edison has engaged in age and racial discrimination. The Court set January 19,
1998 as the opening date for trial in this matter. Detroit Edison is of the
opinion that the allegations of discrimination are without merit.

<PAGE> 16

NOTE 5 - SHAREHOLDER RIGHTS PLAN

The Board of Directors of the Company declared a dividend distribution of
one Right (a "Right") for each outstanding share of Common Stock, without par
value (the "Common Shares"), of the Company, payable on October 6, 1997. Each
Right entitles the registered holder thereof to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
without par value (the "Preferred Shares"), of the Company at a price of $90.00
per one one-hundredth of a Preferred Share, subject to adjustment and upon the
happening of certain events. The terms of the Rights are set forth in a Rights
Agreement, dated as of September 23, 1997 (the "Rights Agreement"), between the
Company and The Detroit Edison Company, as Rights Agent.

The Rights will expire on October 6, 2007 unless earlier redeemed,
exchanged or amended by the Company. On October 6, 1997, 1.5 million shares of
Preferred Stock were reserved for issuance pursuant to the Rights Agreement.

The Rights Agreement also provides that in the event (i) any person
becomes the beneficial owner of 10% or more of the outstanding Common Shares,
(ii) any such acquiror merges into or combines with the Company and the Company
is the surviving corporation, (iii) any such acquiror effects certain other
transactions with the Company, or (iv) during such time the Company effects
certain transactions, then, in each such case, holders of Rights, other than
Rights of such acquiror, will have the right to receive, upon exercise at the
then-current exercise price of the Right, that number of Common Shares that
have a market value of two times the exercise price of the Right.

The Company may, at its option, redeem the Rights in whole, but not in
part, at a price of $.01 per Right, at any time prior to the occurrence of an
event which would permit the Rights to be exercised.

The Rights Agreement may be amended by the Company without the approval of
any holders of Rights Certificates, including amendments that increase or
decrease the purchase price, that add other events requiring adjustment to the
purchase price payable and the number of the Preferred Shares or other
securities issuable upon the exercise of the Rights or that modify procedures
relating to the redemption of the Rights, except that no amendment may be made
that decreases the stated redemption price to an amount less than $.01 per
Right.

----------------

This Quarterly Report on Form 10-Q, including the report of Deloitte & Touche
LLP (on page 17) will automatically be incorporated by reference in the
Prospectuses constituting part of the Registration Statements on Form S-3
(Registration Nos. 33-53207 and 33-64296) of The Detroit Edison Company and
Form S-8 (Registration No. 333-00023) and Form S-3 (Registration No. 33-57545)
of DTE Energy Company, filed under the Securities Act of 1933. Such report of
Deloitte & Touche LLP, however, is not a "report" or "part of the Registration
Statement" within the meaning of Sections 7 and 11 of the Securities Act of
1933 and the liability provisions of Section 11(a) of such Act do not apply.

<PAGE> 17

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Shareholders of DTE Energy Company and
The Detroit Edison Company

We have reviewed the accompanying condensed consolidated balance sheets of
DTE Energy Company and subsidiary companies and of The Detroit Edison Company
and subsidiary companies as of September 30, 1997, and the related condensed
consolidated statements of income and of cash flows for the three-month and
nine-month periods ended September 30, 1997 and 1996, and the condensed
consolidated statements of common shareholders' equity for the nine-month
period ended September 30, 1997. These financial statements are the
responsibility of DTE Energy Company's management and of The Detroit Edison
Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of DTE Energy Company and subsidiary
companies and of The Detroit Edison Company and subsidiary companies as of
December 31, 1996, and the related consolidated statements of income, common
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated January 27, 1997, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheets
as of December 31, 1996 is fairly stated, in all material respects, in relation
to the consolidated balance sheets from which it has been derived.

DELOITTE & TOUCHE LLP

Detroit, Michigan
October 27, 1997

<PAGE> 18
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
DTE ENERGY COMPANY, THE DETROIT EDISON COMPANY AND SUBSIDIARY
COMPANIES

This analysis for the three and nine months ended September 30, 1997, as
compared to the same periods in 1996, should be read in conjunction with the
condensed consolidated financial statements (unaudited), the accompanying
Notes, the Quarterly Report Notes and the Annual Report Notes.

Detroit Edison is the principal subsidiary of the Company and, as such,
unless otherwise identified, this discussion explains material changes in
results of operations of both the Company and Detroit Edison and identifies
recent trends and events affecting both the Company and Detroit Edison.

RESULTS OF OPERATIONS

For the three months ended September 30, 1997, the Company's net income
was $131.9 million, or $0.91 per common share as compared to the $44.9 million,
or $0.31 per common share earned in the three months ended September 30, 1996.
For the nine months ended September 30, 1997, the Company's net income was
$287.8 million, or $1.98 per common share as compared to the $231.6 million, or
$1.60 per common share earned in the nine months ended September 30, 1996. The
1996 three-month and nine-month periods included a steam heating special charge
of $149.2 million ($97 million after tax), or $0.67 per common share.

The 1997 three-month and nine-month earnings were lower than the 1996
earnings, adjusted for the steam heating special charge. The 1997 three-month
period included the costs of restoring portions of Detroit Edison's distribution
system destroyed or severely damaged during a storm on July 2, 1997. In
addition, the 1997 nine-month period included the costs of a March 1997 ice
storm and an increase in the Fermi 2 capacity factor performance standard
reserve due to a repair and maintenance outage at Fermi 2 earlier this year.

OPERATING REVENUES

THREE MONTHS

Increases in operating revenues were due primarily to higher non-regulated
subsidiary revenues and higher interconnection sales, partially offset by
decreases in total system revenues driven mainly by lower rates.

NINE MONTHS

Increases in Company operating revenues were due primarily to higher
non-regulated subsidiary revenues, which were partially offset by decreases in
total system

<PAGE> 19

revenues, driven mainly by lower rates and recording the Fermi 2 capacity
factor performance standard reserve. Decreases in Detroit Edison operating
revenues were due primarily to decreases in total system revenues, driven
mainly by lower rates and recording the Fermi 2 capacity factor standard
reserve.

kWh Sales

Detroit Edison kWh sales increased (decreased) as compared to the prior year as
follows:

Three Nine
Months Months
------ ----------

Residential (2.1)% (1.5)%
Commercial 2.8 0.9
Industrial (0.7) 0.9
Other (includes primarily sales for resale) 16.2 4.0
Total System 0.8 0.4
Interconnection 62.7 19.6
Total 3.8 1.2

The decreases in residential sales reflect less heating and cooling demand
which more than offset growth in the customer base. Commercial sales increased
for the three-month period reflecting a continuation of good economic
conditions which offset the decline in cooling demand. The decrease in
industrial sales for the three-month period reflects a small decrease in sales
to the steel sector. Sales to other customers increased in the three-month
period reflecting increased demand from sales for resale customers.
Interconnection sales increased for the three-month and nine-month periods due
to greater demand for energy.

OPERATING EXPENSES

FUEL AND PURCHASED POWER

Net system output and average fuel and purchased power unit costs were as
follows:

<TABLE>
<CAPTION>
Three Months Nine Months
----------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
(Thousands of Megawatthours, "MWh")
Power plant generation
Fossil 10,744 11,052 31,141 31,208
Nuclear 2,342 1,628 3,589 4,778
Purchased power 1,237 1,190 4,849 3,177
------- ------- ------- -------
Net system output 14,323 13,870 39,579 39,163
======= ======= ======= =======

Average unit cost ($/MWh) $ 14.88 $ 15.16 $ 14.76 $ 14.73
======= ======= ======= =======
</TABLE>

<PAGE> 20

THREE MONTHS

Fuel and purchased power expense increased due to higher net system
output, partially offset by lower average unit costs. Lower average unit costs
resulted primarily from decreasing nuclear fuel expense due to aggressive
nuclear procurement strategies and increased operating efficiencies at Fermi 2.
The completion of the amortization of coal contract buyouts expense also
contributed to the lower average unit cost.

NINE MONTHS

Fuel and purchased power expense decreased due to the amortization of the
reserve for steam purchase commitments, partially offset by higher net system
output and higher average costs. Average costs were higher due primarily to
increased purchases of power while Fermi 2 was shut down earlier in the year.

OTHER OPERATION

THREE MONTHS

Other operation expense increased primarily due to higher expenses related
to non-regulated subsidiaries ($41.0 million), higher shareholder value
improvement plan expenses ($14.8 million) and storm expenses ($8.8 million).
These increases were partially offset by lower post-retirement expenses ($10.4
million).

NINE MONTHS

Other operation expense increased due primarily to higher expenses related
to non-regulated subsidiaries ($57.5 million), higher shareholder value
improvement plan expenses ($17.7 million), higher storm expenses ($12.9
million) and operating expense related to new computer systems ($6.3 million).
These expenses were partially offset by lower post-retirement benefit expenses
($12.4 million).

MAINTENANCE

THREE MONTHS

Maintenance expense increased primarily due to higher major storm expenses
($12.9 million) which were partially offset by lower overhead lines support
costs ($5.1 million) and plant, transmission and distribution and general
property expenses ($6.9 million).

NINE MONTHS

Maintenance expense decreased due to lower overhead lines support costs
($11.6 million), miscellaneous transmission and distribution expenses ($8.5
million), fossil plant

<PAGE> 21

expenses ($7.0 million) and general property expenses ($6.3 million). These
decreases were partially offset by higher storm expenses ($21.9 million).

LIQUIDITY AND CAPITAL RESOURCES

PRIVATE SECURITIES LITIGATION REFORM ACT -
FORWARD-LOOKING STATEMENTS

Certain information presented in this Quarterly Report on Form 10-Q is
based upon the expectations of the Company and Detroit Edison and, as such, is
forward-looking. The Private Securities Litigation Reform Act of 1995
encourages reporting companies to provide analyses and estimates of future
prospects and also permits reporting companies to point out that actual results
may differ from those anticipated.

Actual results for the Company and Detroit Edison may differ from those
expected due to a number of variables including, but not limited to, the impact
of newly-required FERC tariffs, actual sales and expenses, the effects of
competition, the implementation of utility restructuring in Michigan (which
involves pending regulatory proceedings, pending and proposed statutory changes
and the recovery of stranded costs), environmental and nuclear requirements and
the success of non-regulated projects. While the Company and Detroit Edison
believe that estimates given accurately measure the expected outcome, actual
results could vary materially due to the variables mentioned as well as others.

COMPETITION

THE DETROIT EDISON COMPANY

MPSC

As discussed in Item 2, of the Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, the MPSC issued an Opinion and Order, dated June
5, 1997, setting forth the MPSC's views on restructuring of the electric
utility industry and establishing a procedure for implementation of a direct
access program. As a result of the June 5th MPSC Order, contested cases were
filed by Detroit Edison dealing with: (1) approval of direct access rates,
terms and conditions, (2) approval of a true-up mechanism for stranded cost
recovery, and (3) authority to suspend the Power Supply Cost Recovery clause.
The MPSC set expedited schedules for these matters and Orders are expected in
the near future.

Michigan House Bill 5245, providing for the restructuring of the electric
utility industry, was introduced on October 7, 1997. The proposed legislation
differs markedly from the type of legislation contemplated by the MPSC's June
5, 1997 Order and would accelerate the direct access phase-in schedule under
consideration by the MPSC. The Company and Detroit Edison are of the opinion
that the MPSC's proposed method of electric

<PAGE> 22

industry restructuring is more balanced and would provide a more orderly
transition period than is contemplated by Michigan House Bill 5245.
Legislation compatible with the MPSC's June 5, 1997 Order is expected to be
introduced at a later date.

CASH GENERATION AND CASH REQUIREMENTS

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

Net cash from operating activities decreased due primarily to lower
non-cash charges to income related to the steam heating special charge in 1996.

Net cash used for investing activities was lower in the three-month period
and for Detroit Edison in the nine-month period due primarily to lower plant
and equipment expenditures. Net cash used for investing activities was higher
for the Company in the nine-month period due to the acquisition of the coke
oven battery, a non-regulated expenditure.

Net cash used for financing activities was higher in the three-month
period due to an increase in funds used to reduce short-term borrowings. Net
cash used for financing activities was lower in the nine-month period due
primarily to the issuance of non-recourse debt for the acquisition of the coke
oven battery, a non-regulated expenditure, and an increase in short-term
borrowings, partially offset by higher redemptions of long-term debt and
Detroit Edison's cash portion of a restructuring dividend to the Company in the
prior period.

ADDITIONAL INFORMATION

Detroit Edison's 1997 cash requirements for its capital expenditure
program are estimated at $448 million, of which $316 million had been expended
as of September 30, 1997. Internal cash generation is expected to be
sufficient to meet its cash requirements for capital expenditures as well as
scheduled long-term debt redemptions.

Detroit Edison had short-term credit arrangements of approximately $472
million at September 30, 1997, under which $72 million of borrowings were
outstanding.

NON-REGULATED INVESTMENTS

Cash requirements for non-regulated investments are estimated to range
from $300 to $350 million in 1997, of which $220 million had been expended as
of September 30, 1997. Non-regulated investments are expected to be
substantially externally financed.

DTE Capital Corporation has a $200 million Revolving Credit Agreement,
backed by a Support Agreement from the Company, under which $35 million was
outstanding at September 30, 1997.

In response to industry deregulation and related market opportunities, the
Company has formed a new power marketing subsidiary, DTE Energy Trading, Inc.
The new subsidiary will market and trade electricity and natural gas physical
products and financial

<PAGE> 23

instruments, and provide risk management services. Trading is expected to
begin in the fourth quarter of 1997.

ENVIRONMENTAL MATTERS

In July 1997, the EPA finalized new air quality standards relating to
ozone and particulate air pollution. The proposed new rules could lead to
additional controls on fossil-fueled power plants to reduce nitrogen oxides and
particulate emissions. Until it is determined what level of emissions
reductions is required to achieve the new standards, Detroit Edison is unable
to predict what impact they may have. Following the conclusion of all
proceedings, it is expected that Detroit Edison's costs will increase, perhaps
substantially. Additional environmental costs would be expected to be
recovered under traditional ratemaking principles. However, Detroit Edison is
unable to predict what effect, if any, deregulation of the electric utility
industry would have on cost recoverability.

<PAGE> 24

DTE ENERGY COMPANY
PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS.

See Note 4.

ITEM 5 - OTHER INFORMATION.

The Company amended its Bylaws as of September 22, 1997. The amendments,
which are procedural in nature, provide, among other things, that (1) a special
meeting of shareholders may be called by the holders of three-quarters of the
Company's outstanding common shares, (2) certain procedures must be followed in
order to bring certain matters before a meeting of shareholders, and (3)
certain procedures must be followed with respect to nominations of directors.

On September 23, 1997, the Company's Amended and Restated Articles of
Incorporation were amended to establish the Series A Junior Participating
Preferred Stock, which would be issuable upon the occurrence of certain events
contemplated by the Rights Agreement discussed in Note 5 herein. Neither the
Company nor Detroit Edison are aware of any present circumstances that would
result in the issuance of the Series A Preferred Stock.

The Company entered into a Change-In-Control Severance Agreement, dated as
of October 1, 1997, with certain of its senior executives and key employees.
The agreement provides that such executives and key employees will be entitled
to severance pay in the event of termination of employment related to a
change-in-control of the Company.

<PAGE> 25

QUARTERLY REPORT ON FORM 10-Q FOR
THE DETROIT EDISON COMPANY

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

See pages 10 through 16.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.

See the Company's and Detroit Edison's "Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations," which is
incorporated herein by this reference.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS.

See Note 4.

ITEM 5 - OTHER INFORMATION.

The Nuclear Regulatory Commission fined Detroit Edison $50,000 on
September 24, 1997 for violations related to untimely corrective action. The
violations resulted from preventive maintenance issues. While the condition
was initially identified in 1993, it was not completely resolved until 1997.
Actions have been taken to correct the violations.

See the Company's and Detroit Edison's "Item 2 - Environmental Matters"
for further discussion of new EPA air quality standards.

Detroit Edison amended its Bylaws as of September 22, 1997. The
amendments, which are procedural in nature, provide, among other things, that
(1) a special meeting of shareholders may be called by the holders of
three-quarters of Detroit Edison's outstanding common shares, (2) certain
procedures must be followed in order to bring certain matters before a meeting
of shareholders, and (3) certain procedures must be followed with respect to
nominations of directors.

<PAGE> 26

QUARTERLY REPORTS ON FORM 10-Q FOR
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

(i) Exhibits filed herewith.

Exhibit
Number

3-5 - Amended and Restated Articles of Incorporation of DTE
Energy Company, dated December 13, 1995.

3-6 - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.

3-7 - Bylaws of DTE Energy Company, as amended through
September 22, 1997.

3-8 - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997.

10-8* - Certain arrangements pertaining to the employment of
Michael C. Porter.

10-9* - Form of Change-in-Control Severance Agreement, dated
as of October 1, 1997, between DTE Energy Company and Gerard M.
Anderson, Susan M. Beale, Robert J. Buckler, Michael C.
Champley, Haven C. Cockerham, Anthony F. Earley, Jr., Larry G.
Garberding, Douglas R. Gipson, John E. Lobbia, Leslie L.
Loomans, David E. Meador, Christopher C. Nern, Michael C.
Porter and S. Martin Taylor.

11-9 - DTE Energy Company and Subsidiary Companies Primary
and Fully Diluted Earnings Per Share of Common Stock.

15-6 - Awareness Letter of Deloitte & Touche LLP regarding
their report dated October 27, 1997.

27-15 - Financial Data Schedule for the period ended
September 30, 1997 for DTE Energy Company and Subsidiary
Companies.

27-16 - Financial Data Schedule for the period ended
September 30, 1997 for The Detroit Edison Company and
Subsidiary Companies.

<PAGE> 27

Exhibit
Number
-------

99-22 - Third Amendment, dated as of August 28, 1997, to 1988 Amended
and Restated Loan Agreement between Detroit Edison and
Renaissance.

99-23 - Sixth Amendment, dated as of August 28, 1997, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract between
Detroit Edison and Renaissance.

99-24 - Fifth Amendment, dated as of September 1, 1997, to
$200,000,000 Multi-Year Credit Agreement, dated as of
September 1, 1993, as amended, among Detroit Edison,
Renaissance, the Banks Party thereto and the Barclays Bank
PLC, New York branch, as Agent.

99-25 - Fifth Amendment, dated as of August 28, 1997, to
$200,000,000 364-Day Credit Agreement, dated as of September 1,
1990, as amended, among Detroit Edison, Renaissance, the Banks
Party thereto and the Barclays Bank PLC, New York branch, as
Agent.

99-26 - Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among The Detroit Edison Company and the
Bank's Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger.

(ii) Exhibits incorporated herein by reference.

3(a) - Restated Articles of Incorporation of Detroit Edison, as filed
December 10, 1991 with the State of Michigan, Department of
Commerce - Corporation and Securities Bureau (Exhibit 4-117 to
Form 10-Q for quarter ended March 31, 1993).

3(b) - Certificate containing resolution of the Detroit Edison Board of
Directors establishing the Cumulative Preferred Stock, 7.75%
Series as filed February 22, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-134 to Form 10-Q for quarter ended March 31, 1993).

3(c) - Certificate containing resolution of the Detroit Edison Board of
Directors establishing the Cumulative Preferred Stock, 7.74%
Series, as filed April 21, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-140 to Form 10-Q for quarter ended March 31, 1993).

3(d) - Rights Agreement, dated as of September 23, 1997, by and between
DTE Energy Company and The Detroit Edison Company, as Rights

<PAGE> 28

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
Agent (Exhibit 4-1 to DTE Energy Company Current Report on Form
8-K, dated September 23, 1997).

3(e) - Agreement and Plan of Exchange (Exhibit 1(2) to DTE
Energy Form 8-B filed January 2, 1996, File No. 1-11607).

4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and
indentures supplemental thereto, dated as of dates indicated
below, and filed as exhibits to the filings as set forth below:

September 1, 1947 Exhibit B-20 to Registration No. 2-7136
October 1, 1968 Exhibit 2-B-33 to Registration No. 2-30096
November 15, 1971 Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973 Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978 Exhibit 2-B-51 to Registration No. 2-61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
October 15, 1985 Exhibit 4-170 to Form 10-K for year ended
December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for year ended
December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for year ended
December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for year ended
December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for year ended
December 31, 1994
April 1, 1991 Exhibit 4-15 to Form 10-K for year ended
December 31, 1996
May 1, 1991 Exhibit 4-178 to Form 10-K for year ended
December 31, 1996
May 15, 1991 Exhibit 4-179 to Form 10-K for year ended
December 31, 1996
September 1, 1991 Exhibit 4-180 to Form 10-K for year ended
December 31, 1996
November 1, 1991 Exhibit 4-181 to Form 10-K for year ended
December 31, 1996
January 15, 1992 Exhibit 4-182 to Form 10-K for year ended
December 31, 1996
February 29, 1992 Exhibit 4-121 to Form 10-Q for quarter ended
March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for quarter
ended June 30, 1992
</TABLE>

<PAGE> 29

Exhibit
Number
-------

July 15, 1992 Exhibit 4-123 to Form 10-Q for quarter
ended September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for quarter
ended September 30, 1992
November 30, 1992 Exhibit 4-130 to Registration No. 33-56496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
March 1, 1993 Exhibit 4-141 to Form 10-Q for quarter
ended March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for quarter
ended March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for quarter
ended March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for quarter
ended March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for quarter
ended September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for quarter
ended June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for quarter
ended September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for year ended
December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for quarter
ended September 30, 1995

4(b) - Collateral Trust Indenture (notes), dated as of June
30, 1993 (Exhibit 4-152 to Registration No. 33-50325).

4(c) - First Supplemental Note Indenture, dated as of June
30, 1993 (Exhibit 4-153 to Registration No. 33-50325).

4(d) - Second Supplemental Note Indenture, dated as of
September 15, 1993 (Exhibit 4-159 to Form 10-Q for quarter ended
September 30, 1993).

4(e) - First Amendment, dated as of August 15, 1996, to
Second Supplemental Note Indenture (Exhibit 4-17 to Form 10-Q for
quarter ended September 30, 1996).

<PAGE> 30
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4(f) - Third Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-169 to Form 10-Q for quarter ended September 30, 1994).

4(g) - First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994 (Exhibit 4
-12 to Registration No. 333-00023).

4(h) - Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to Detroit Edison Form 10-Q for quarter ended
September 30, 1995).

4(i) - Fifth Supplemental Note Indenture, dated as of February 1, 1996
(Exhibit 4-14 to Form 10-K for year ended December 31, 1996).

4(j) - Standby Note Purchase Credit Facility, dated as of August 17, 1994,
among The Detroit Edison Company, Barclays Bank PLC, as Bank
and Administrative Agent, Bank of America, The Bank of New York,
The Fuji Bank Limited, The Long-Term Credit Bank of Japan, LTD,
Union Bank and Citicorp Securities, Inc. and First Chicago Capital
Markets, Inc. as Remarketing Agents (Exhibit 99-18 to Form 10-Q for
quarter ended September 30, 1994).

4(k) - Support Agreement, dated as of March 8, 1996, between the
Company and Detroit Edison (Exhibit 4-176 to Form 10-Q for quarter
ended March 31, 1996).

99(a) - Belle River Participation Agreement between Detroit Edison and
Michigan Public Power Agency, dated as of December 1, 1982
(Exhibit 28-5 to Registration No. 2-81501).

99(b) - Belle River Transmission Ownership and Operating Agreement
between Detroit Edison and Michigan Public Power Agency, dated as
of December 1, 1982 (Exhibit 28-6 to Registration No. 2-81501).

99(c) - 1988 Amended and Restated Loan Agreement, dated as of October 4,
1988, between Renaissance Energy Company (an unaffiliated
company) ("Renaissance") and Detroit Edison (Exhibit 99-6 to
Registration No. 33-50325).

99(d) - First Amendment to 1988 Amended and Restated Loan Agreement,
dated as of February 1, 1990, between Detroit Edison and
Renaissance (Exhibit 99-7 to Registration No. 33-50325).
</TABLE>

<PAGE> 31
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
99(e) - Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit Edison
and Renaissance (Exhibit 99-8 to Registration No. 33-50325).

99(f) - $200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance and Barclays
Bank PLC, New York Branch, as Agent (Exhibit 99-12 to
Registration No. 33-50325).

99(g) - First Amendment, dated as of August 31, 1994, to
$200,000,000 364-Day Credit Agreement, dated September 1, 1993,
among The Detroit Edison Company, Renaissance Energy Company, the
Banks party thereto and Barclays Bank, PLC, New York Branch, as
Agent (Exhibit 99-19 to Form 10-Q for quarter ended September 30,
1994).

99(h) - Third Amendment, dated as of March 8, 1996, to
$200,000,000 364-Day Credit Agreement, dated September 1, 1993,
as amended, among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-11 to Form 10-Q for quarter ended March 31, 1996).

99(i) - Fourth Amendment, dated as of August 29, 1996, to
$200,000,000 364-Day Credit Agreement as of September 1, 1990, as
amended, among Detroit Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-13 to Form 10-Q for quarter ended September 30,
1996).

99(j) - $200,000,000 Three-Year Credit Agreement, dated
September 1, 1993, among Detroit Edison, Renaissance and Barclays
Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to
Registration No. 33-50325).

99(k) - First Amendment, dated as of September 1, 1994, to
$200,000,000 Three-Year Credit Agreement, dated as of September
1, 1993, among The Detroit Edison Company, Renaissance Energy
Company, the Banks party thereto and Barclays Bank, PLC, New York
Branch, as Agent (Exhibit 99-20 to Form 10-Q for quarter ended
September 30, 1994).

99(l) - Third Amendment, dated as of March 8, 1996, to
$200,000,000 Three-Year Credit Agreement, dated September 1,
1993, as amended among Detroit Edison, Renaissance, the Banks
party thereto and Barclays Bank, PLC, New York Branch, as Agent
(Exhibit 99-12 to Form 10-Q for quarter ended March 31, 1996).

</TABLE>

<PAGE> 32

Exhibit
Number
-------

99(m)- Fourth Amendment, dated as of September 1, 1996, to
$200,000,000 Multi-Year (formerly Three-Year) Credit Agreement,
dated as of September 1, 1993, as amended among Detroit Edison,
Renaissance, the Banks party thereto and Barclays Bank, PLC, New
York Branch, as Agent (Exhibit 99-14 to Form 10-Q for quarter
ended September 30, 1996).

99(n) - 1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance (Exhibit 99-9 to Registration No. 33-50325).

99(o) - First Amendment to 1988 Amended and Restated Nuclear
Fuel Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance (Exhibit 99-10 to
Registration No. 33-50325).

99(p) - Second Amendment, dated as of September 1, 1993, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract between Detroit
Edison and Renaissance (Exhibit 99-11 to Registration
No. 33-50325).

99(q) - Third Amendment, dated as of August 31, 1994, to 1988 Amended
and Restated Nuclear Fuel Heat Purchase Contract, dated
October 4, 1988, between The Detroit Edison Company and
Renaissance Energy Company (Exhibit 99-21 to Form 10-Q for
quarter ended September 30, 1994).

99(r) - Fourth Amendment, dated as of March 8, 1996, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4, 1988, between Detroit Edison
and Renaissance (Exhibit 99-10 to Form 10-Q for quarter ended
March 31, 1996).

99(s) - Credit Agreement, dated as of March 1, 1996 among DTE Capital
Corporation, the Initial Lenders named therein, and
Citibank, N.A., as Agent (Exhibit 99-9 to Form 10-Q for quarter
ended March 31, 1996).

(b) DTE Energy Company filed a report on Form 8-K, dated September 23, 1997,
discussing a Rights Agreement, dated September 23, 1997.

(c) *Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report.

<PAGE> 33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DTE ENERGY COMPANY
------------------
(Registrant)

Date October 27, 1997 /s/ SUSAN M. BEALE
------------------
Susan M. Beale
Vice President and Corporate Secretary

Date October 27, 1997 /s/ DAVID E. MEADOR
-------------------
David E. Meador
Vice President and Controller

<PAGE> 34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

THE DETROIT EDISON COMPANY
--------------------------
(Registrant)

Date October 27, 1997 /s/ SUSAN M. BEALE
------------------
Susan M. Beale
Vice President and Corporate Secretary

Date October 27, 1997 /s/ DAVID E. MEADOR
-------------------
David E. Meador
Vice President and Controller

<PAGE> 35

QUARTERLY REPORTS ON FORM
10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 1997

DTE ENERGY COMPANY FILE NO. 1-11607

DETROIT EDISON COMPANY FILE NO. 1-2198

EXHIBIT INDEX

Exhibits filed herewith.

Exhibit
Number
-------

3-5 - Amended and Restated Articles of Incorporation of DTE
Energy Company, dated December 13, 1995.

3-6 - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.

3-7 - Bylaws of DTE Energy Company, as amended through
September 22, 1997.

3-8 - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997.

10-8* - Certain arrangements pertaining to the employment of
Michael C. Porter.

11-9 - DTE Energy Company and Subsidiary Companies Primary
and Fully Diluted Earnings Per Share of Common Stock.

15-6 - Awareness Letter of Deloitte & Touche LLP regarding
their report dated October 27, 1997.

2
<PAGE> 36

Exhibit
Number
-------

27-15 - Financial Data Schedule for the period ended
September 30, 1997 for DTE Energy Company and Subsidiary
Companies.

27-16 - Financial Data Schedule for the period ended
September 30, 1997 for The Detroit Edison Company and
Subsidiary Companies.

99-22 - Third Amendment, dated as of August 28, 1997, to
1988 Amended and Restated Loan Agreement between Detroit Edison
and Renaissance.

99-23 - Sixth Amendment, dated as of August 28, 1997, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance.

99-24 - Fifth Amendment, dated as of September 1, 1997, to
$200,000,000 Multi-Year Credit Agreement, dated as of September
1, 1993, as amended, among Detroit Edison, Renaissance, the
Banks Party thereto and the Barclays Bank PLC, New York
branch, as Agent.

Exhibits incorporated herein by reference. See Page Nos.____
through ___ for
location of exhibits
incorporated by
reference

3(a) - Restated Articles of Incorporation of Detroit Edison,
as filed December 10, 1991 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau.

3(b) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative Preferred
Stock, 7.75% Series as filed February 22, 1993 with the State of
Michigan, Department of Commerce - Corporation and Securities
Bureau.

3
<PAGE> 37

Exhibit
Number
-------

3(c) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative Preferred
Stock, 7.74% Series, as filed April 21, 1993 with the State of
Michigan, Department of Commerce - Corporation and Securities
Bureau.

3(d) - Rights Agreement, dated as of September 23, 1997, by
and between DTE Energy Company and The Detroit Edison Company,
as Rights Agent.

3(e) - Agreement and Plan of Exchange.

4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison and Bankers Trust Company as
Trustee and indentures supplemental thereto, dated as of dates
indicated below:

September 1, 1947
October 1, 1968
November 15, 1971
January 15, 1973
June 1, 1978
June 30, 1982
August 15, 1982
October 15, 1985
November 30, 1987
July 15, 1989
December 1, 1989
February 15, 1990
April 1, 1991
May 1, 1991
May 15, 1991
September 1, 1991
November 1, 1991
January 15, 1992
February 29, 1992
April 15, 1992
July 15, 1992
July 31, 1992
November 30, 1992
January 1, 1993
March 1, 1993
March 15, 1993
April 1, 1993
April 26, 1993
May 31, 1993

4
<PAGE> 38

Exhibit
Number
-------

June 30, 1993
June 30, 1993
September 15, 1993
March 1, 1994
June 15, 1994
August 15, 1994
December 1, 1994
August 1, 1995
4(b) - Collateral Trust Indenture (notes), dated as of June 30, 1993.

4(c) - First Supplemental Note Indenture, dated as of June 30, 1993.

4(d) - Second Supplemental Note Indenture, dated as of September 15, 1993.

4(e) - First Amendment, dated as of August 15, 1996, to Second
Supplemental Note Indenture.

4(f) - Third Supplemental Note Indenture, dated as of August 15, 1994.

4(g) - First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994.

4(h) - Fourth Supplemental Note Indenture, dated as of August 15, 1995.

4(i) - Fifth Supplemental Note Indenture, dated as of February 1, 1996.

4(j) - Standby Note Purchase Credit Facility, dated as of
August 17, 1994, among The Detroit Edison Company, Barclays Bank
PLC, as Bank and Administrative Agent, Bank of America, The Bank
of New York, The Fuji Bank Limited, The Long-Term Credit Bank of
Japan, LTD, Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing Agents.

4(k) - Support Agreement, dated as of March 8, 1996, between the Company
and Detroit Edison.

99(a) - Belle River Participation Agreement between Detroit Edison and
Michigan Public Power Agency, dated as of December 1, 1982.

99(b) - Belle River Transmission Ownership and Operating
Agreement between Detroit Edison and Michigan Public Power
Agency, dated as of December 1, 1982.

5
<PAGE> 39

Exhibit
Number
-------

99(c) - 1988 Amended and Restated Loan Agreement, dated as
of October 4, 1988, between Renaissance Energy Company (an
unaffiliated company) ("Renaissance") and Detroit Edison.

99(d) - First Amendment to 1988 Amended and Restated Loan Agreement, dated
as of February 1, 1990, between Detroit Edison and Renaissance.

99(e) - Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit Edison
and Renaissance.

99(f) - $200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance and Barclays
Bank PLC, New York Branch, as Agent.

99(g) - First Amendment, dated as of August 31, 1994, to $200,000,000
364-Day Credit Agreement, dated September 1, 1993, among The
Detroit Edison Company, Renaissance Energy Company, the
Banks party thereto and Barclays Bank, PLC, New York Branch, as
Agent.

99(j) - $200,000,000 Three-Year Credit Agreement, dated
September 1, 1993, among Detroit Edison, Renaissance and Barclays
Bank PLC, New York Branch, as Agent.

6
<PAGE> 40

Exhibit
Number
-------

99(n) - 1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance.

99(o) - First Amendment to 1988 Amended and Restated Nuclear
Fuel Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance.

99(p) - Second Amendment, dated as of September 1, 1993, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance.

99(q) - Third Amendment, dated as of August 31, 1994, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract,
dated October 4, 1988, between The Detroit Edison Company and
Renaissance Energy Company.

99(r) - Fourth Amendment, dated as of March 8, 1996, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4, 1988, between Detroit Edison
and Renaissance.

99(s) - Credit Agreement, dated as of March 1, 1996 among
DTE Capital Corporation, the Initial Lenders named therein, and
Citibank, N.A., as Agent.

*Denotes management contract or compensatory plan or arrangement required
to be entered as an exhibit to this report.

<PAGE> 1
EXHIBIT 3.5

C&S 510 (8/93) CONFORMED COPY

MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received
FILED
DEC 15 1995

DEC 15 1995

ADMINISTRATOR
MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION & SECURITIES BUREAU

RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is:
DTE ENERGY COMPANY

2. The identification number assigned by the Bureau is: 232-099

3. All former names of the corporation are:

DTE HOLDINGS, INC.

4. The date of filing the original Article of Incorporation was:
January 26, 1995

The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for
the corporation.

SEE ATTACHED AMENDED AND RESTATED ARTICLES OF INCORPORATION

<PAGE> 2

COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b).

a.[ ] These Restated Articles of Incorporation were duly adopted on the ______
day of ______________ 19___, in accordance with the provisions of
Section 642 of the Act by the unanimous consent of the incorporators
before the first meeting of the Board of Directors.

Signed this day of , 19
----------- ------------------------ ----------------------

- ------------------------------------- ---------------------------------------

- ------------------------------------- ---------------------------------------
(Signatures of Incorporators; type or print name under each signature)

b.[ ] These Restated Articles of Incorporation were duly adopted on 11 day of
December 1995 in accordance with the provisions of Section 642 of the
Act and: (check one of the following)

[ ] were duly adopted by the Board of Directors without a vote of
the shareholders. These Restated Articles of Incorporation
only restate and integrate and do not further amend the
provisions of the Articles of Incorporation as heretofore
amended and there is no material discrepancy between those
provisions and the provisions of these Restated Articles.

[ ] were duly adopted by the shareholders. The necessary number
of shares as required by statute were voted in favor of these
Restated Articles.

[ ] were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act.
Written notice to shareholders who have not consented in
writing has been given. (Note: Written consent by less than
all of the shareholders is permitted only if such provision
appears in the Articles of Incorporation.)

[X] were duly adopted by the written consent of all the
shareholders entitled to vote in accordance with Section
407(2) of the Act.

Signed this 13th day of December , 1995
---- --------------------- --------
By: John E. Lobbia/s/
-----------------------------------------------------
(Signature)
John E. Lobbia Chairman of the Board
---------------------------------------------------------
(Type or Print Name) (Type or Print Title)

<PAGE> 3
C&S 510

<TABLE>
<S><C>
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization
INDICATED IN THE BOX BELOW. Include name, street and number remitting fees:
(or P.O. Box), city, state and ZIP code. E. M. Godfrey
------------------------------
(313) 235-8670
------------------------------
Preparer's name and business
Elaine M. Godfrey telephone number:
2000 2nd Avenue, Room 2412
Detroit MI 48226 E. M. Godfrey
------------------------------
(313) 237-8670
------------------------------
</TABLE>

INFORMATION AND INSTRUCTIONS

<TABLE>
<S><C>
1. The articles of incorporation cannot be restated until this form, or a comparable document, is submitted.

2. Submit one original copy of this document. Upon filing, the document will be added to the records of the Corporation and
Securities Bureau. The original copy will be returned to the address appearing in the box on front as evidence of filing.

Since this document will be maintained on optical disk media, it is important that the filing be legible. Documents with
poor black and white contrast, or otherwise illegible, will be rejected.

3. This document is to be used pursuant to sections 641 through 643 of the Act for the purpose of restating the articles of
incorporation of a domestic profit corporation. Restated articles of incorporation area an integration into a single
instrument of the current provisions of the corporation's articles of incorporation, along with any desired amendments to
those articles.

4. Restated articles of incorporation which do not amend the articles of incorporation may be adopted by the board of
directors without a vote of the shareholders. Restated articles of incorporation which amend the articles of
incorporation require adoption by the shareholders. Restated articles of incorporation submitted before the first
meeting of the board of directors require adoption by all of the incorporators.

5. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

6. The duration of the corporation should be stated in the restated articles of incorporation only if it is not perpetual.

7. This document is effective on the date endorsed"filed" by the Bureau. A later effective date, no more than 90 days after
the date of delivery, may be stated as an additional article.

8. If the restated articles are adopted before the first meeting of the board of directors, item 5(a) must be signed in ink
by all of the incorporators. Other restated articles must be signed by the president, vice-president, chairperson or
vice-chairperson.

9. FEES: NON-REFUNDABLE FEE (Make remittance payable to the State of Michigan.
Include corporation name and identification number on check or money order)................. $10.00
Franchise fee --- payable only if authorized shares is increased:
each additional 20,000 authorized shares or portion thereof....................... $30.00

10. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909-7554
Telephone: (517) 334-6302

</TABLE>

<PAGE> 4

Michigan Department of Consumer and Industry Services

Filing Endorsement

This is to Certify that the CERTIFICATE OF AMENDMENT - CORPORATION
for
DTE ENERGY COMPANY

ID NUMBER., 232099

received by facsimile transmission on September 25, 1997 is hereby endorsed

Filed an September 25, 1997 by the Administrator.

In testimony whereof, I have
hereunto set my hand and affixed the
Seal of the Department, in the City
of Lansing,, this 25th day of
September, 1997.

STATE
SEAL

Julie Croll/s/ Director

Corporation, Securities and Land Development Bureau

<PAGE> 5

CONFORMED COPY

AMENDED AND RESTATED ARTICLES OF INCORPORATION

PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, THE
UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING ARTICLES:

ARTICLE I
THE NAME OF THE CORPORATION IS DTE ENERGY COMPANY.

ARTICLE 11

THE PURPOSES FOR WHICH THE CORPORATION (THE "COMPANY") IS FORMED ARE TO
ENGAGE IN ANY ACTIVITY WITHIN THE PURPOSES FOR WHICH CORPORATIONS MAY BE FORMED
UNDER THE MICHIGAN BUSINESS CORPORATION ACT (THE "ACT").

ARTICLE III

THE LOCATION AND POST OFFICE ADDRESS OF THE PRINCIPAL OFFICE OF THE
COMPANY AT THE TIME OF FILING THESE ARTICLES IS 2000 2ND AVENUE, DETROIT, WAYNE
COUNTY, MICHIGAN 48226-1279 AND IT IS HEREBY DESIGNATED AS THE LOCATION AND
POST OFFICE ADDRESS OF THE REGISTERED OFFICE OF THE COMPANY IN MICHIGAN UNDER
THESE ARTICLES.

ARTICLE IV

THE NAME OF THE COMPANY'S RESIDENT AGENT IN MICHIGAN AT THE TIME OF FILING
THESE ARTICLES IS SUSAN M. BEALE AND SHE IS HEREBY DESIGNATED AS THE RESIDENT
AGENT OF THE COMPANY IN MICHIGAN UNDER THESE ARTICLES.

ARTICLE V

A. THE AGGREGATE NUMBER OF SHARES WHICH THE COMPANY IS AUTHORIZED TO ISSUE
IS FOUR HUNDRED AND FIVE MILLION (405,000,000) SHARES, DIVIDED INTO AND
CONSISTING OF (A) FOUR HUNDRED MILLION (400,000,000) SHARES OF COMMON STOCK,
WITHOUT PAR VALUE, AND (B) FIVE MILLION (5,000,000) SHARES OF PREFERRED STOCK,
WITHOUT PAR VALUE, ISSUABLE IN ONE OR MORE SERIES AS HEREINAFTER PROVIDED.

B. THE AUTHORIZED PREFERRED STOCK MAY BE ISSUED, IN ONE OR MORE SERIES,
FROM TIME TO TIME AS THE BOARD OF DIRECTORS MAY DETERMINE. EACH SERIES OF
PREFERRED STOCK SHALL BEAR A DISTINCTIVE DESIGNATION, SHALL BE ISSUED IN SUCH
NUMBER OF SHARES AND SHALL HAVE SUCH RELATIVE VOTING, DISTRIBUTION, DIVIDEND,
LIQUIDATION AND OTHER RIGHTS, PREFERENCES AND LIMITATIONS AND REDEMPTION AND/OR
CONVERSION PROVISIONS (INCLUDING PROVISIONS FOR THE REDEMPTION OR CONVERSION OF
SHARES AT THE OPTION OF THE

<PAGE> 6

SHAREHOLDER OR THE COMPANY OR UPON THE HAPPENING OF A SPECIFIED EVENT) AS SHALL
BE PRESCRIBED, AND THE BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED TO FIX SUCH
TERMS, BY A RESOLUTION OF THE BOARD OF DIRECTORS. SUCH RESOLUTIONS, WHEN
FILED, SHALL CONSTITUTE AMENDMENTS TO THESE ARTICLES OF INCORPORATION TO THE
EXTENT PROVIDED BY THE ACT.

C. EACH HOLDER OF COMMON STOCK OF THE COMPANY SHALL BE ENTITLED TO ONE
VOTE FOR EACH SHARE OF SUCH STOCK STANDING IN SUCH SHAREHOLDER'S NAME ON THE
BOOKS OF THE COMPANY AND EACH HOLDER OF PREFERRED STOCK OF THE COMPANY SHALL BE
ENTITLED TO SUCH VOTING RIGHTS AS SHALL BE ESTABLISHED BY THE BOARD OF
DIRECTORS PURSUANT TO PARAGRAPH B OF THIS ARTICLE V; PROVIDED THAT NO SHARE OF
PREFERRED STOCK MAY BE ENTITLED TO MORE THAN ONE VOTE PER SHARE.

D. IN ALL ELECTIONS OF DIRECTORS EVERY HOLDER OF COMMON STOCK, AND EVERY
HOLDER OF PREFERRED STOCK ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS WHOSE
PREFERRED STOCK HAS BEEN GRANTED THE RIGHT TO CUMULATE VOTES IN THE ELECTION OF
DIRECTORS, SHALL HAVE THE RIGHT TO VOTE THE NUMBER OF SHARES OF STOCK OWNED BY
SUCH SHAREHOLDER FOR AS MANY PERSONS AS THERE ARE DIRECTORS TO BE ELECTED AND
FOR WHOSE ELECTION SUCH SHAREHOLDER HAS THE RIGHT TO VOTE, OR TO CUMULATE ALL
THE VOTES SUCH SHAREHOLDER COULD CAST FOR ELECTION OF DIRECTORS AND CAST THEM
ALL FOR ONE CANDIDATE OR DISTRIBUTE THEM AMONG CANDIDATES FOR WHOM SUCH
SHAREHOLDER IS ENTITLED TO VOTE, AS SUCH SHAREHOLDER SHALL THINK FIT.

E. NO SHAREHOLDER SHALL HAVE ANY PREEMPTIVE OR PREFERENTIAL RIGHT TO
SUBSCRIBE FOR OR PURCHASE ANY PART OF ANY NEW OR ADDITIONAL ISSUE OF STOCK OF
ANY CLASS WHATSOEVER, OR OF SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY
STOCK OF ANY CLASS WHATSOEVER, OR OF SECURITIES CARRYING OPTIONS, WARRANTS OR
OTHER RIGHTS TO PURCHASE OR OTHERWISE ACQUIRE STOCK OF ANY CLASS WHATSOEVER,
WHETHER NOW OR HEREAFTER AUTHORIZED AND WHETHER ISSUED FOR CASH OR OTHER
CONSIDERATION OR BY WAY OF DIVIDEND OR OTHERWISE, OR TO HAVE ANY OTHER
PREEMPTIVE OR PREFERENTIAL RIGHT AS NOW OR HEREAFTER DEFINED BY THE LAWS OF THE
STATE OF MICHIGAN.

ARTICLE VI

TO THE FULL EXTENT PERMITTED BY THE ACT OR ANY OTHER APPLICABLE LAWS
PRESENTLY OR HEREAFTER IN EFFECT NO DIRECTOR OF THE COMPANY SHALL BE PERSONALLY
LIABLE TO THE COMPANY OR ITS SHAREHOLDERS FOR OR WITH RESPECT TO ANY ACTS OR
OMISSIONS IN THE PERFORMANCE OF HIS OR HER DUTIES AS A DIRECTOR OF THE COMPANY.
ANY REPEAL OR MODIFICATION OF THIS ARTICLE VI SHALL NOT ADVERSELY AFFECT ANY
RIGHT OR PROTECTION OF A DIRECTOR OF THE COMPANY EXISTING HEREUNDER IMMEDIATELY
PRIOR TO SUCH REPEAL OR MODIFICATION.

3
<PAGE> 7

ARTICLE VII

EACH PERSON WHO IS OR WAS OR HAD AGREED TO BECOME A DIRECTOR OR OFFICER OF
THE COMPANY, OR EACH SUCH PERSON WHO IS OR WAS SERVING OR WHO HAD AGREED TO
SERVE AT THE REQUEST OF THE BOARD OF DIRECTORS AS AN EMPLOYEE OR AGENT OF THE
COMPANY OR AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION,
PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE (INCLUDING THE HEIRS,
EXECUTORS, ADMINISTRATORS OR ESTATE OF SUCH PERSON), SHALL BE INDEMNIFIED BY
THE COMPANY TO THE FULL EXTENT PERMITTED BY THE ACT OR ANY OTHER APPLICABLE
LAWS AS PRESENTLY OR HEREAFTER IN EFFECT. WITHOUT LIMITING THE GENERALITY OR
THE EFFECT OF THE FOREGOING, THE COMPANY MAY ENTER INTO ONE OR MORE AGREEMENTS
WITH ANY PERSON WHICH PROVIDES FOR INDEMNIFICATION GREATER OR DIFFERENT THAN
THAT PROVIDED IN THIS ARTICLE. ANY REPEAL OR MODIFICATION OF THIS ARTICLE VII
SHALL NOT ADVERSELY AFFECT ANY RIGHT OR PROTECTION EXISTING HEREUNDER
IMMEDIATELY PRIOR TO SUCH REPEAL OR MODIFICATION.

ARTICLE VIII

THE TERM OF THE CORPORATE EXISTENCE OF THE COMPANY IS PERPETUAL.

ARTICLE IX

THE NAME AND ADDRESS OF THE SOLE INCORPORATOR IS AS FOLLOWS:

SUSAN M. BEALE
2000 2ND AVENUE
DETROIT, MICHIGAN 48226-1279

DATED THIS 13TH DAY OF DECEMBER, 1995.

JOHN E. LOBBIA /S/
CHAIRMAN OF THE BOARD

<PAGE> 1
EXHIBIT 3.6

CONFORMED COPY

CERTIFICATE OF DESIGNATION

SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK

DTE ENERGY COMPANY

(Pursuant to Section 450.1302 of the
Business Corporation Act of the State of Michigan)

DTE Energy Company, a Michigan corporation (the "Company"), DOES HEREBY
CERTIFY:

That, pursuant to authority vested in the Board of Directors of the
Company by its Amended and Restated Articles of Incorporation, and pursuant to
the provisions of Section 450.1302 of the Michigan Business Corporation Act,
the Board of Directors of the Company has adopted the following resolution
providing for the issuance of a series of Preferred Stock:

RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company (hereinafter called the "Board of
Directors" or the "Board") by the Amended and Restated Articles of
Incorporation of the Company, a series of Preferred Stock, without par value
(the "Preferred Stock"), of the Company be, and it hereby is, created, and that
the designation and amount thereof and the powers, designations, preferences
and relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof are as
follows:

I. Designation and Amount

The shares of such series will be designated as Series A Junior
Participating Preferred Stock (the "Series A Preferred") and the number of
shares constituting the Series A Preferred is 1,500,000.

<PAGE> 2

II. Dividends and Distributions

(a) Subject to the rights of the holders of any shares of any series of
Preferred Stock ranking prior to the Series A Preferred with respect to
dividends, the holders of shares of Series A Preferred, in preference to the
holders of Common Stock, without par value (the "Common Stock"), of the
Company, and of any other junior stock, will be entitled to receive, when, as
and if declared by the Board out of funds legally available for the purpose,
dividends payable in cash (except as otherwise provided below) on such dates as
are from time to time established for the payment of dividends on the Common
Stock (each such date being referred to herein as a "Dividend Payment Date"),
commencing on the first Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred (the "First Dividend Payment
Date"), in an amount per share (rounded to the nearest cent) equal to the
greater of (i) $1.00 or (ii) subject to the provision for adjustment
hereinafter set forth, one hundred times the aggregate per share amount of all
cash dividends, and one hundred times the aggregate per share amount (payable
in kind) of all non-cash dividends, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the First
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred. In the event that the Company at any time (i)
declares a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii)
combines the outstanding shares of Common Stock into a smaller number of
shares, or (iv) issues any shares of its capital stock in a reclassification of
the outstanding shares of Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), then, in each such case and regardless of
whether any shares of Series A Preferred are then issued or outstanding, the
amount to which holders of shares of Series A Preferred would otherwise be
entitled immediately prior to such event under clause (ii) of the preceding
sentence will be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

(b) The Company will declare a dividend on the Series A Preferred as
provided in the immediately preceding paragraph immediately after it declares a
dividend on the Common Stock (other than a dividend payable in shares of Common
Stock). Each such dividend on the Series A Preferred will be payable
immediately prior to the time at which the related dividend on the Common Stock
is payable.

(c) Dividends will accrue on outstanding shares of Series A Preferred from
the Dividend Payment Date next preceding the date of issue of such shares,
unless (i) the date of issue of such shares is prior to the record date for the
First Dividend Payment Date, in which case dividends on such shares will accrue
from the date of

<PAGE> 3

the first issuance of a share of Series A Preferred or (ii) the date of issue
is a Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred entitled to receive a
dividend and before such Dividend Payment Date, in either of which events such
dividends will accrue from such Dividend Payment Date. Accrued but unpaid
dividends will cumulate from the applicable Dividend Payment Date but will not
bear interest. Dividends paid on the shares of Series A Preferred in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares will be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board may fix a record date for the
determination of holders of shares of Series A Preferred entitled to receive
payment of a dividend or distribution declared thereon, which record date will
be not more than 60 calendar days prior to the date fixed for the payment
thereof.

III. Voting Rights

The holders of shares of Series A Preferred will have the following voting
rights:

(a) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred will entitle the holder thereof to one
vote on all matters submitted to a vote of the stockholders of the
Company.

(b) Except as otherwise provided herein, in any other Preferred
Stock Designation creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series A Preferred and the
holders of shares of Common Stock and any other capital stock of the
Company having general voting rights will vote together as one class on
all matters submitted to a vote of stockholders of the Company.

(c) Except as set forth in the Amended and Restated Articles of
Incorporation or herein, or as otherwise provided by law, holders of
shares of Series A Preferred will have no voting rights.

IV. Certain Restrictions

(a) Whenever dividends or other dividends or distributions payable on the
Series A Preferred are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Preferred outstanding have been paid in full, the Company will not:

(i) Declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the shares of Series A
Preferred;

(ii) Declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation,

<PAGE> 4

dissolution, or winding up) with the shares of Series A Preferred, except
dividends paid ratably on the shares of Series A Preferred and all such
parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then
entitled;

(iii) Redeem, purchase or otherwise acquire for consideration shares
of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the shares of Series A Preferred; provided,
however, that the Company may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the shares of Series A
Preferred; or

(iv) Redeem, purchase or otherwise acquire for consideration any
shares of Series A Preferred, or any shares of stock ranking on a parity
with the shares of Series A Preferred, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board) to all holders of such shares upon such terms as the Board, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, may
determine in good faith will result in fair and equitable treatment among
the respective series or classes.

(b) The Company will not permit any majority-owned subsidiary of the
Company to purchase or otherwise acquire for consideration any shares of stock
of the Company unless the Company could, under paragraph (a) of this Article
IV, purchase or otherwise acquire such shares at such time and in such manner.

V. Reacquired Shares

Any shares of Series A Preferred purchased or otherwise acquired by the
Company in any manner whatsoever will be retired and canceled promptly after
the acquisition thereof. All such shares will upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock subject to the conditions and restrictions
on issuance set forth herein, in the Amended and Restated Articles of
Incorporation of the Company, or in any other Preferred Stock Designation
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

<PAGE> 5

VI. Liquidation, Dissolution or Winding Up

Upon any liquidation, dissolution or winding up of the Company, no
distribution will be made (a) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution, or winding up) to the
shares of Series A Preferred unless, prior thereto, the holders of shares of
Series A Preferred have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment; provided, however, that the holders of
shares of Series A Preferred will be entitled to receive an aggregate amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to one hundred times the aggregate amount to be distributed per share to
holders of shares of Common Stock or (b) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution,
or winding up) with the shares of Series A Preferred, except distributions made
ratably on the shares of Series A Preferred and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution, or winding up. In the event the
Company at any time (i) declares a dividend on the outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares
of Common Stock, (iii) combines the outstanding shares of Common Stock into a
smaller number of shares, or (iv) issues any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such case
and regardless of whether any shares of Series A Preferred are then issued or
outstanding, the aggregate amount to which each holder of shares of Series A
Preferred would otherwise be entitled immediately prior to such event under the
proviso in clause (a) of the preceding sentence will be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

<PAGE> 6

VII. Consolidation, Merger, Etc.

In the event that the Company enters into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then, in each such case, each share of Series A Preferred will at the
same time be similarly exchanged for or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to one
hundred times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Company at any
time (a) declares a dividend on the outstanding shares of Common Stock payable
in shares of Common Stock, (b) subdivides the outstanding shares of Common
Stock, (c) combines the outstanding shares of Common Stock in a smaller number
of shares, or (d) issues any shares of its capital stock in a reclassification
of the outstanding shares of Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), then, in each such case and regardless of
whether any shares of Series A Preferred are then issued or outstanding, the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred will be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

VIII. Redemption

The shares of Series A Preferred are not redeemable.

IX. Rank

The Series A Preferred rank, with respect to the payment of dividends and
the distribution of assets, junior to all other series of the Company's
Preferred Stock.

X. Amendment

Notwithstanding anything contained in the Amended and Restated Articles of
Incorporation of the Company to the contrary and in addition to any other vote
required by applicable law, the Amended and Restated Articles of Incorporation
of the Company may not be amended in any manner that would materially alter or
change the powers, preferences or special rights of the Series A Preferred so
as to affect them adversely without the affirmative vote of the holders of at
least 80% of the outstanding shares of Series A Preferred, voting together as a
single series.

<PAGE> 7

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf
of the Company by its Chairman and Chief Executive Officer and attested by its
Vice President and Secretary this 23rd day of September, 1997.

/s/ John E. Lobbia
----------------------------
John E. Lobbia
Chairman and Chief Executive
Officer

Attest:

/s/ Susan M. Beale
- ----------------------------
Susan M. Beale
Vice President and Secretary

<PAGE> 1
EXHIBIT 3.7
================================================================================

BYLAWS

DTE ENERGY COMPANY

As amended through September 22, 1997

================================================================================

<PAGE> 2

BYLAWS
of
DTE ENERGY COMPANY

-----------

INDEX

Page
----
ARTICLE I

Shareholders.................................................................1
SECTION 1. Annual Meeting..............................................1
SECTION 2. Special Meetings............................................1
SECTION 3. Notice of Meetings..........................................1
SECTION 4. Quorum......................................................2
SECTION 5. Voting and Inspectors.......................................2
SECTION 6. Record of Shareholders......................................2
SECTION 7. List of Shareholders........................................2
SECTION 8. Order of Business...........................................3

ARTICLE II

Board of Directors and Committees............................................4
SECTION 1. Number, Time of Holding Office, and Limitation on
Age.........................................................4
SECTION 2. Vacancies...................................................5
SECTION 3. Nominations of Directors; Elections.........................5
SECTION 4. Meetings of the Board.......................................6
SECTION 5. Quorum......................................................6
SECTION 6. Annual Meeting of Directors.................................7
SECTION 7. Executive Committee.........................................7
SECTION 8. Committees..................................................7
SECTION 9. Participation in Meetings...................................7
SECTION 10. Compensation................................................8

ARTICLE III

Officers.....................................................................8
SECTION 1. Officers and Agents.........................................8
SECTION 2. Term of Office..............................................8
SECTION 3. Chairman of the Board.......................................8
SECTION 4. President...................................................8
SECTION 5. Other Officers..............................................9
SECTION 6. Compensation................................................9
SECTION 7. Voting of Shares and Securities
of Other Corporations.......................................9

<PAGE> 3

ARTICLE IV

Capital Stock................................................................9
SECTION 1. Certificates of Shares.....................................9
SECTION 2. Transfer of Shares.........................................9
SECTION 3. Lost or Destroyed Stock Certificates.......................9

ARTICLE V

Checks, Notes, Bonds, Debentures, etc.......................................10

ARTICLE VI

Corporate Seal..............................................................10

ARTICLE VII

Control Share Acquisitions..................................................10

ARTICLE VIII

Amendment of Bylaws.........................................................10

ii
<PAGE> 4

BYLAWS

DTE ENERGY COMPANY

AS AMENDED THROUGH SEPTEMBER 22, 1997

ARTICLE I

SHAREHOLDERS

Section 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Company shall be held on the fourth Monday of April in each year (or if said
day be a legal holiday, then on the next succeeding day not a legal holiday),
at such time and at such place as may be fixed by the Board of Directors and
stated in the notice of meeting, for the purpose of electing directors and
transacting such other business as may properly be brought before the meeting
as determined by Article I, Section 8 hereof.

Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
held upon call of the Board of Directors or the Chairman of the Board or the
President or the holders of record of three-quarters of the outstanding shares
of stock of the Company entitled to vote at such meeting, at such time as may
be fixed by the Board of Directors or the Chairman of the Board or the
President or such shareholders and stated in the notice of meeting. All such
meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.

Section 3. NOTICE OF MEETINGS. Written notice of the date, time, place
and purpose or purposes of every meeting of the shareholders, signed by the
Corporate Secretary or an Assistant Corporate Secretary, shall be given either
personally or by mail, within the time prescribed by law, to each shareholder
of record entitled to vote at such meeting and to any shareholder who, by
reason of any action proposed to be taken at such meeting, might be entitled to
receive payment for such stock if such action were taken. If mailed, such
notice is given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at the address as it appears on the record of
shareholders, or, if the shareholders shall have filed with the Corporate
Secretary of the Company a written request that notices intended for such
shareholder be mailed to some other address, then directed to the address
designated in such request. Further notice shall be given by mail,
publication, or otherwise, if and as required by law.

Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at the meeting, in person or by
proxy, without protesting at the beginning of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such shareholder.

Notice of a special meeting shall also indicate that it is being issued by
or at the direction of the person or persons calling the meeting.
Section 4. QUORUM. At every meeting of the shareholders, the holders of
record of a

1
<PAGE> 5

majority of the outstanding shares of stock of the Company entitled to vote at
such meeting, whether present in person or represented by proxy, shall
constitute a quorum. If at any meeting there shall be no quorum, the holders
of a majority of the outstanding shares of stock so present or represented may
adjourn the meeting from time to time, without notice (unless otherwise
required by statute) other than announcement at the meeting, until a quorum
shall have been obtained, when any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum. When
a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholder.

Section 5. VOTING AND INSPECTORS. Except as provided in the Articles of
Incorporation, each holder of record of outstanding shares of stock of the
Company entitled to vote at a meeting of shareholders shall be entitled to one
vote for each share of stock standing in the shareholder's name on the record
of shareholders, and may so vote either in person or by proxy appointed by
instrument in writing executed by such holder or by the shareholder's duly
authorized attorney-in-fact. No proxy shall be valid after the expiration of
three years from the date of its execution unless the shareholder executing it
shall have specified the length of time it is to continue in force which shall
be for some limited period. The authority of the holder of a proxy to act
shall not be revoked by the incompetence or death of the shareholder who
executed the proxy unless, before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the
Corporate Secretary or an Assistant Corporate Secretary.

In advance of any meeting of shareholders, the Board of Directors may
appoint one or more inspectors for the meeting. If inspectors are not so
appointed, the chairman of the meeting shall appoint such inspectors. Before
entering upon the discharge of their duties, the inspectors shall take and
subscribe an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability, and shall
take charge of the polls and after balloting shall make a certificate of the
result of the vote taken. No officer or director of the Company or candidate
for office of director shall be appointed as an inspector. At all elections of
directors the voting shall be by ballot and a plurality of the votes cast shall
elect.
Section 6. RECORD OF SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. The record date
shall not precede the date upon which it is fixed and shall not be less than 10
days nor more than the maximum number of days permitted by law before the date
of the meeting, or taking of any other action.

Section 7. LIST OF SHAREHOLDERS. A list of shareholders of record,
arranged alphabetically within each class and series of stock, as of the record
date, certified by the Corporate Secretary or any Assistant Corporate Secretary
or by a transfer agent, shall be produced at any meeting of shareholders and
may be inspected by any shareholder at any time during the meeting. If the
right to vote at any meeting is challenged, the inspectors, or the chairman
presiding at the meeting, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear on such list to be shareholders entitled to
vote thereat may vote at such meeting.

2
<PAGE> 6

SECTION 8. ORDER OF BUSINESS. (a) The Chairman, or such other officer of
the Company designated by a majority of the total number of directors that the
Company would have if there were no vacancies on the Board of Directors (such
number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate
the conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Company or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings of the meeting, and by determining the
circumstances in which any person may make a statement or ask questions at any
meeting of shareholders.

(b) At an annual meeting of the shareholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Chairman, the President, a Vice President, the Corporate Secretary or an
Assistant Corporate Secretary in accordance with Section 3 of this Article I;
(ii) otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a majority of the Whole Board; or (iii) otherwise
properly requested to be brought before the meeting by a shareholder of the
Company in accordance with Section 8(c) below.

<PAGE> 7

the rules and regulations thereunder with respect to the matters set forth in
this Section 8(c). For purposes of this Section 8(c) and Section 3 of Article
II, "public announcement" means disclosure in a press release reported by the
Dow Jones News Service, Associated Press, or comparable national news service
or in a document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, or publicly filed by the Company with any national
securities exchange or quotation service through which the Company's stock is
listed or traded, or furnished by the Company to its shareholders. Nothing in
this Section 8(c) will be deemed to affect any rights of shareholders to
request inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

(d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Chairman, the President, a Vice President, the Corporate
Secretary or an Assistant Corporate Secretary (or in case of their failure to
give any required notice, the other persons entitled to give notice) in
accordance with Section 3 of Article I or (ii) otherwise brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board.

(e) The determination of whether any business sought to be brought before
any annual or special meeting of the shareholders is properly brought before
such meeting in accordance with this Section 8 will be made by the presiding
officer of such meeting. If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.

ARTICLE II

BOARD OF DIRECTORS AND COMMITTEES

Section 1. NUMBER, TIME OF HOLDING OFFICE AND LIMITATION ON AGE. The
business and affairs of the Company shall be managed by or under the direction
of a Board of Directors. The number of directors constituting the Whole Board
shall be determined from time to time by resolution of the Board so long as the
total number of directors is not less than twelve nor more than eighteen;
provided, however, that the minimum and maximum number of directors may be
increased or decreased from time to time by vote of a majority of the Whole
Board; and, further provided that no change in the number of directors shall
serve to shorten the term of office of any incumbent director. The directors
shall be divided into three classes, as nearly equal in number as possible, and
the term of the office of the first class shall expire at the 1996 annual
meeting of shareholders, the term of office of the second class shall expire at
the 1997 annual meeting of shareholders and the term of office of the third
class shall expire at the 1998 annual meeting of shareholders, or, in each
case, until their successors shall be duly elected and qualified. At each
annual meeting commencing in 1996, a number of directors equal to the number of
the class whose term expires at the time of the meeting shall be elected to
hold office until the third succeeding annual meeting of shareholders. If at
any time the holders of any series of the Company's Preferred

<PAGE> 8

Stock are entitled to elect directors pursuant to the Articles of Incorporation
of the Company, then the provisions of such series of Preferred Stock with
respect to their rights shall apply and such directors shall be elected in a
manner and for terms expiring consistent with the Articles of Incorporation.

Except as hereinafter provided, each director shall be a holder of Common
Stock of the Company at the time of initial election to the Board or shall
become a holder within 30 days after such election (to the extent of at least
one share, owned beneficially). Any director who thereafter ceases to be such
a holder, shall thereupon cease to be a director. The Board shall have the
authority to waive the requirement to hold shares in individual situations upon
presentation of evidence that a nominee or director is unable to hold shares
for legal or religious reasons.

No person who shall have served as an employee of the Company or an
affiliate shall be elected a director after retiring from employment with the
Company or an affiliate; provided, however, that if such person was the Chief
Executive Officer of the Company at the time of such retirement, such person
shall be eligible for election as a director until attaining age 70. No other
person shall be elected a director after attaining age 70; provided, however,
the Board shall have the authority to waive this provision for no more than one
three-year term upon a determination that circumstances exist which make it
prudent to continue the service of a director who possesses special and unique
expertise clearly beneficial to the Company.

Section 2. VACANCIES. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, or any other cause, it shall be filled without
undue delay by a majority vote of the remaining members of the Board of
Directors (even if constituting less than a quorum), and the person who is to
fill any such vacancy shall hold office for the unexpired term of the director
to whom such person succeeds, or for the term fixed by the Board of Directors
acting in compliance with Section l of this Article II in case of a vacancy
created by an increase in the number of directors, and until a successor shall
be elected and shall have qualified; provided, however, that no vacancy need be
filled if, after such vacancy shall occur, the number of directors remaining on
the Board shall be not less than a majority of the Whole Board. During the
existence of any vacancy or vacancies, the surviving or remaining directors
shall possess and may exercise all the powers of the full Board of Directors,
when action by a larger number is not required by law.

SECTION 3. NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any resolution establishing any Preferred Stock, only
persons who are nominated in accordance with this Section 3 will be eligible
for election at a meeting of shareholders to be members of the Board of
Directors of the Company.

(b) Nominations of persons for election as directors of the Company may be
made only at an annual meeting of shareholders (i) by or at the direction of
the Board of Directors or a committee thereof or (ii) by any shareholder who is
a shareholder of record at the time of giving of notice provided for in this
Section 3, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Section 3. All
nominations by shareholders must be made pursuant to timely notice in proper
written form to the Corporate Secretary.

<PAGE> 9

the principal executive offices of the Company not less than 60 nor more than
90 calendar days prior to the annual meeting of shareholders; provided,
however, that in the event that public announcement of the date of the annual
meeting is not made at least 100 calendar days prior to the date of the annual
meeting, notice by the shareholder to be timely must be so received not later
than the close of business on the 10th calendar day following the day on which
public announcement (as defined in Section 8(c ) of Article I) is first made of
the date of the annual meeting. To be in proper written form, such
shareholder's notice must set forth or include: (i) the name and address, as
they appear on the Company's books, of the shareholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the shareholder giving the notice is a holder of record of
stock of the Company entitled to vote at such annual meeting and intends to
appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock
of the Company owned beneficially and of record by the shareholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the shareholder giving the notice, (B) the beneficial owner on whose
behalf the notice is given, (C) each nominee, and (D) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice; (v) such other
information regarding each nominee proposed by the shareholder giving the
notice as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the nominee
been nominated, or intended to be nominated, by the Board of Directors; and
(vi) the signed consent of each nominee to serve as a director of the Company
if so elected. The presiding officer of any annual meeting may, if the facts
warrant, determine that a nomination was not made in accordance with this
Section 3, and if he or she should so determine, he or she will so declare to
the meeting, and the defective nomination will be disregarded. Notwithstanding
the foregoing provisions of this Section 3, a shareholder must also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 3.

Section 4. MEETINGS OF THE BOARD. Regular meetings of the Board of
Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman
of the Board, the President, or, in the event of the incapacity of the Chairman
of the Board and the President, the Executive Committee by giving reasonable
notice of the time and place of such meetings or by obtaining written waivers
of notice, before or after the meeting, from each absent director. All such
meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.

A notice, or waiver of notice, need not specify the purpose of the
meeting.

Section 5. QUORUM. A majority of the directors in office at the time of a
meeting of the Board, shall constitute a quorum for the transaction of
business. If at any meeting of the Board of Directors there shall be less than
a quorum present, a majority of the directors present may

<PAGE> 10

adjourn the meeting without notice other than announcement at the meeting,
until a quorum shall have been obtained, when any business may be transacted
which might have been transacted at the meeting as first convened had there
been a quorum. The acts of a majority of the directors present at any meeting
at which there is a quorum shall be the acts of the Board, unless otherwise
provided by law, by the Articles of Incorporation or by the Bylaws.

Section 6. ANNUAL MEETING OF DIRECTORS. A meeting of the Board of
Directors, known as the directors' annual meeting, shall be held without notice
each year after the adjournment of the annual shareholders' meeting and on the
same day. At such meeting the officers of the Company for the ensuing year
shall be elected. If a quorum of the directors is not present on the day
appointed for the directors' annual meeting, the meeting shall be adjourned to
some convenient day.

Section 7. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
or resolutions passed by a majority of the Whole Board, designate an Executive
Committee to consist of the Chief Executive Officer and two or more of the
other directors, and alternates, and shall designate the Chairman thereof. The
Executive Committee shall have and may exercise, when the Board is not in
session, all of the powers of the Board in the management of the business and
affairs of the Company, and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it. The Executive
Committee shall not have power to (a) amend these Bylaws, (b) change the number
of directors constituting the Whole Board or fill vacancies in the Board, (c)
declare dividends, (d) establish, change the membership of, or fill vacancies
in, any committee, (e) fix the compensation of the directors or committee
members, (f) submit matters for action by shareholders, or (g) amend or repeal
a resolution of the Board which by its terms may not be changed by the
Executive Committee. The Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve, the Executive
Committee. The Executive Committee may make rules for the conduct of its
business and may appoint such subcommittees and assistants as it shall from
time to time deem necessary. A majority of the members of the Executive
Committee shall constitute a quorum. All action taken by the Executive
Committee shall be reported to the Board at its next meeting succeeding such
action. The Corporate Secretary or an Assistant Corporate Secretary shall
attend and act as the secretary of all meetings of the Committee and keep the
minutes thereof.

Meetings of the Executive Committee may be called by the Chairman of the
Board, or, the President, or, in the event of the incapacity of the Chairman of
the Board and the President, by two or more members of the Executive Committee
by giving reasonable notice of the time and place of such meetings. All such
meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.

Section 8. COMMITTEES. The Board of Directors may, by resolution, create
a committee or committees of one or more directors, and alternates, to consider
and report upon or to carry out such matters (not excepted by Article II,
Section 6) as may be entrusted to them by the Board of Directors, and shall
designate the Chairman of each such committee.

Section 9. PARTICIPATION IN MEETINGS. One or more members of the Board of
Directors or any committee may participate in any meeting of such Board or such
committee by means of a conference telephone or similar communications
equipment which enables all persons participating in such a meeting to hear each

<PAGE> 11

other at the same time. Participation in the manner so described shall
constitute presence in person at such meetings.

Section 10. COMPENSATION. Each director of the Company who is not a
salaried officer or employee of the Company may receive reasonable compensation
for services as a director, including a reasonable fee for attendance at
meetings of the Board and committees thereof, and attendance at the Company's
request at other meetings or similar activities related to the Company.

ARTICLE III

OFFICERS

Section 1. OFFICERS AND AGENTS. The officers of the Company to be elected
by the Board of Directors, as soon as practicable after the election of
directors each year, shall be Chairman of the Board, the President, a Corporate
Secretary and a Treasurer. The Board of Directors may also from time to time
elect one or more Vice Presidents, a Controller, a General Auditor, a General
Counsel, and such other officers and agents as it may deem proper. The
Chairman of the Board and the President shall be chosen from among the
directors. The persons holding the offices of Chairman of the Board or
President may not also hold the office of General Auditor. The Board of
Directors may, in its discretion, leave vacant any office other than that of
Chairman of the Board, President, Corporate Secretary, or Treasurer.

Section 2. TERM OF OFFICE. The term of office of all officers shall be
until the next directors' annual meeting or until their respective successors
are chosen and qualified. Any officer or agent elected by the Board of
Directors may be removed by the Board at any time, with or without cause.

Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
Chief Executive Officer of the Company and, shall preside at all meetings of
the Board of Directors and, subject to Section 8(a) of Article I, meetings of
shareholders, at which the Chairman is present, and shall make the annual
report to the shareholders. The Chairman shall have general charge of the
business and affairs of the Company subject to the control of the Board of
Directors, may create in the name of the Company any authorized corporate
obligation or other instrument and shall perform such other functions as may be
prescribed by the Board from time to time.

The Chairman of the Board shall manage or supervise the conduct of the
corporate finances and relations of the Company with its shareholders, with the
public, and with regulatory authorities, and in addition to the President, may
exercise all powers elsewhere in the Bylaws conferred upon the President. The
Chairman may delegate from time to time to the President or to other officers,
employees or positions of the Company, such powers as the Chairman may specify
in writing, with such terms and conditions, if any, as the Chairman may set
forth. A copy of each such delegation and of any revocation or change shall be
filed with the Corporate Secretary.

8
<PAGE> 12

Section 4. PRESIDENT. The President shall be the chief operating officer
of the Company, subject to the control of the Board of Directors and the
Chairman of the Board, shall have power to authorize the employment of such
subordinate employees as may, in the President's judgment, be advisable for the
operations of the Company, may execute in the name of the Company any
authorized corporate obligation or other instrument, and shall perform all
other acts incident to the President's office or prescribed by the Board of
Directors or the Chairman of the Board, or authorized or required by law.
During the absence or disability of the Chairman of the Board, the President
shall assume the duties and authority of the Chairman of the Board and shall be
the Chief Executive Officer of the Company.

Section 5. OTHER OFFICERS. The other officers, agents, and employees of
the Company shall each have such powers and perform such duties in the
management of the property and affairs of the Company, subject to the control
of the Board of Directors, as generally pertain to their respective offices, as
well as such powers and duties as from time to time may be prescribed by the
Board of Directors, by the Chairman of the Board, or by the President.

Section 6. COMPENSATION. The Board of Directors shall determine the
compensation to be paid to the Chairman of the Board, the President, and each
Vice President above the level of Assistant Vice President.

Section 7. VOTING OF SHARES AND SECURITIES OF OTHER CORPORATIONS. Unless
the Board of Directors otherwise directs, the Company's Chairman of the Board
and President shall each be entitled to vote or designate a proxy to vote all
shares and other securities which the Company owns in any other corporation or
entity.

ARTICLE IV

CAPITAL STOCK

Section 1. CERTIFICATES OF SHARES. The interest of each shareholder shall
be evidenced by a certificate or certificates for shares of stock of the
Company in such form as the Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Corporate Secretary, or an Assistant Corporate Secretary of the Company, and
shall be countersigned by a transfer agent for the stock and registered by a
registrar for such stock. The signatures of the officers and the transfer
agent and the registrar upon such certificates may be facsimiles, engraved, or
printed, subject to the provisions of applicable law. In case any officer,
transfer agent, or registrar shall cease to serve in that capacity after their
facsimile signature has been placed on a certificate, the certificates may be
issued with the same effect as if the officer, transfer agent, or registrar
were still in office.

Section 2. TRANSFER OF SHARES. Shares in the capital stock of the Company
shall be transferred on the books of the Company upon surrender and
cancellation of certificates for a like number of shares, with duly executed
power to transfer endorsed on or attached to the certificate.

Section 3. LOST OR DESTROYED STOCK CERTIFICATES. No certificate for
shares of stock of

9
<PAGE> 13

the Company shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed, except upon production of such evidence of the loss,
theft or destruction, and upon indemnification of the Company and its agents to
such extent and in such manner as the Board of Directors may from time to time
prescribe.
ARTICLE V

CHECKS, NOTES, BONDS, DEBENTURES, ETC.

All checks and drafts on the Company's bank accounts, all bills of
exchange and promissory notes, and all acceptances, obligations, and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,
debentures, and other evidences of indebtedness of the Company bearing
facsimile signatures of officers of the Company shall be issued only when
authenticated by a manual signature on behalf of a trustee or an authenticating
agent appointed by the Board of Directors. In case any such officer of the
Company shall cease to be such after such officer's facsimile signature has
been placed thereon, such bonds, debentures or other evidences of indebtedness
may be issued with the same effect as if such person were still in office.

ARTICLE VI

CORPORATE SEAL

The Board of Directors shall provide a suitable seal containing the name
of the Company.

ARTICLE VII

CONTROL SHARE ACQUISITIONS

The Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of the
Michigan Business Corporation Act) shall not apply to any control share
acquisitions (as defined in such Act) of shares of the Company.

This Article VII of the Bylaws may not be amended, altered, or repealed
with respect to any control share acquisition of shares of the Company effected
pursuant to a tender offer or other transaction commenced prior to the date of
such amendment, alteration, or repeal.

ARTICLE VIII

AMENDMENT OF BYLAWS

<PAGE> 14

of a majority of shares of Common Stock of the Company. Except as provided in
the immediately preceding sentence, Bylaws of the Company may be amended,
repealed or adopted by vote of the holders of a majority of shares at the time
entitled to vote in the election of any directors or by vote of a majority of
the directors in office.

<PAGE> 1
EXHIBIT 3.8

================================================================================

BYLAWS

THE DETROIT EDISON COMPANY

As amended through September 22, 1997

================================================================================
<PAGE> 2

BYLAWS
of
THE DETROIT EDISON COMPANY

-------------

INDEX

Page
----
ARTICLE I

Shareholders..................................................................1
SECTION 1. Annual Meeting...............................................1
SECTION 2. Special Meetings.............................................1
SECTION 3. Notice of Meetings...........................................1
SECTION 4. Quorum.......................................................1
SECTION 5. Voting and Inspectors........................................2
SECTION 6. Record of Shareholders.......................................2
SECTION 7. List of Shareholders.........................................2
SECTION 8. Order of Business............................................2

ARTICLE II

Board of Directors and Committees.............................................4
SECTION 1. Number, Time of Holding Office, and Limitation on
Age..........................................................4
SECTION 2. Vacancies....................................................5
SECTION 3. Nominations of Directors; Election...........................5
SECTION 4. Meetings of the Board........................................6
SECTION 5. Quorum.......................................................6
SECTION 6. Annual Meeting of Directors..................................6
SECTION 7. Executive Committee..........................................6
SECTION 8. Committees...................................................7
SECTION 9. Participation in Meetings....................................7
SECTION 10. Compensation.................................................7

ARTICLE III

Officers......................................................................7
SECTION 1. Officers and Agents..........................................7
SECTION 2. Term of Office...............................................7
SECTION 3. Chairman of the Board........................................8
SECTION 4. President....................................................8
SECTION 5. Other Officers...............................................8
SECTION 6. Compensation.................................................8

<PAGE> 3

ARTICLE IV

Capital Stock.................................................................8
SECTION 1. Certificates of Shares......................................8
SECTION 2. Transfer of Shares..........................................9
SECTION 3. Lost or Destroyed Stock Certificates........................9

ARTICLE V

Checks, Notes, Bonds, Debentures, etc.........................................9

ARTICLE VI

Corporate Seal................................................................9

ARTICLE VII

Control Share Acquisitions...................................................10

ARTICLE VIII

Amendment of Bylaws..........................................................10

ii
<PAGE> 4

BYLAWS

THE DETROIT EDISON COMPANY

AS AMENDED THROUGH SEPTEMBER 22, 1997

ARTICLE I

SHAREHOLDERS

Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
held upon call of the Board of Directors or the Chairman of the Board or the
President or the holders of record of three-quarters of the outstanding shares
of stock of the Company, at such time as may be fixed by the Board of Directors
or the Chairman of the Board or the President or such shareholders and stated
in the notice of meeting. All such meetings shall be held at the office of the
Company in the City of Detroit unless some other place is specified in the
notice.

Section 3. NOTICE OF MEETINGS. Written notice of the date, time, place
and purpose or purposes of every meeting of the shareholders, signed by the
Corporate Secretary or an Assistant Corporate Secretary, shall be given either
personally or by mail, within the time prescribed by law, to each shareholder
of record entitled to vote at such meeting and to any shareholder who, by
reason of any action proposed at such meeting, might be entitled to receive
payment for such stock if such action were taken. If mailed, such notice is
given when deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at the address as it appears on the record of
shareholders, or, if the shareholders shall have filed with the Corporate
Secretary of the Company a written request that notices intended for such
shareholder be mailed to some other address, then directed to the address
designated in such request. Further notice shall be given by mail,
publication, or otherwise, if and as required by law.

Notice of a special meeting shall also indicate that it is being issued by
or at the direction of the person or persons calling the meeting.

<PAGE> 5

Section 4. QUORUM. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Company entitled
to vote at such meeting, whether present in person or represented by proxy,
shall constitute a quorum. If at any meeting there shall be no quorum, the
holders of a majority of the outstanding shares of stock so present or
represented may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall have been obtained, when
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum. When a quorum is once present to
organize a meeting, it is not broken by the subsequent withdrawal of any
shareholder.

Section 5. VOTING AND INSPECTORS. Each holder of record of outstanding
shares of stock of the Company entitled to vote at a meeting of shareholders
shall be entitled to one vote for each share of stock standing in the
shareholder's name on the record of shareholders, and may so vote either in
person or by proxy appointed by instrument in writing executed by such holder
or by the shareholder's duly authorized attorney-in-fact. No proxy shall be
valid after the expiration of three years from the date of its execution unless
the shareholder executing it shall have specified the length of time it is to
continue in force which shall be for some limited period. The authority of the
holder of a proxy to act shall not be revoked by the incompetence or death of
the shareholder who executed the proxy unless, before the authority is
exercised, written notice of an adjudication of such incompetence or of such
death is received by the Corporate Secretary or an Assistant Corporate
Secretary.

Section 6. RECORD OF SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders, which record
date shall not less than 10 days nor more than the maximum number of days
permitted by law before the date of the meeting, or taking of any other action.

Section 7. LIST OF SHAREHOLDERS. A list of shareholders as of the record
date, certified by the Corporate Secretary or any Assistant Corporate Secretary
or by a transfer agent, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder. If the right to vote
at any meeting is challenged, the inspectors, or the person presiding at the
meeting, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons
who appear on such list to be shareholders entitled to vote thereat may vote at
such meeting.

Section 8. ORDER OF BUSINESS. (a) The Chairman, or such other officer of
the Company designated by a majority of the total number of directors that the
Company would have if there were no vacancies on the Board of Directors (such
number being referred to as the "Whole Board"), will call

2
<PAGE> 6

meetings of shareholders to order and will act as presiding officer thereof.
Unless otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate
the conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Company or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings of the meeting, and by determining the
circumstances in which any person may make a statement or ask questions at any
meeting of shareholders.

(c) For business to be properly requested by a shareholder to be brought
before an annual meeting, the shareholder must (i) be a shareholder of the
Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws; (ii) be entitled to vote at such meeting;
and (iii) have given timely notice thereof in writing to the Corporate
Secretary. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting; provided, however,
that in the event public announcement of the date of the annual meeting is not
made at least 100 calendar days prior to the date of the annual meeting, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th calendar day following the day on which public
announcement is first made of the date of the annual meeting. A shareholder's
notice to the Corporate Secretary must set forth as to each matter the
shareholder proposes to bring before the annual meeting: (A) a description in
reasonable detail of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (B)
the name and address, as they appear on the Company's books, of the shareholder
proposing such business and of the beneficial owner, if any, on whose behalf
the proposal is made; (C) the class and number of shares of the Company that
are owned beneficially and of record by the shareholder proposing such business
and by the beneficial owner, if any, on whose behalf the proposal is made; and
(D) any material interest in such business of such shareholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is
made. Notwithstanding the foregoing provisions of this Section 8(c), a
shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 8(c). For purposes of this
Section 8(c) and Section 3 of Article II, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
or publicly filed by the Company with any national securities exchange or
quotation service through which the Company's stock is listed or traded, or
furnished by the Company to its shareholders. Nothing in this Section 8(c)
will be deemed to affect any rights of shareholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended.

3
<PAGE> 7

ARTICLE II

BOARD OF DIRECTORS AND COMMITTEES

Section 1. NUMBER, TIME OF HOLDING OFFICE AND LIMITATION ON AGE. The
business and affairs of the Company shall be managed and controlled by a Board
of Directors. The number of directors constituting the Whole Board shall be
determined from time to time by resolution of the Board so long as the total
number of directors is not less than twelve nor more than eighteen; provided,
however, that the minimum and maximum number of directors may be increased or
decreased from time to time by vote of a majority of the Whole Board; and,
further provided that no change in the number of directors shall serve to
shorten the term of office of any incumbent director. Commencing with the
annual election of directors by the shareholders in 1991, the directors shall
be divided into three classes, as nearly equal in number as possible, and the
term of office of the first class shall expire at the 1992 annual meeting of
shareholders, the term of office of the second class shall expire at the 1993
annual meeting of shareholders and the term of office of the third class shall
expire at the 1994 annual meeting of shareholders, or, in each case, until
their successors shall be duly elected and qualified. At each annual meeting
commencing in 1992, a number of directors equal to the number of the class
whose term expires at the time of the meeting shall be elected to hold office
until the third succeeding annual meeting of shareholders. In the event the
holders of the Preferred Stock or the Preference Stock are entitled to elect
directors as provided in Article V, Division I, subdivision (9) or Article V,
Division II, subdivision (9) of the Restated Articles of Incorporation of the
Company, then the provisions of such class of stock with respect to their
rights shall apply and such directors shall be elected for terms expiring at
the next annual meeting of shareholders and without regard to the
classification of the remaining members of the Board of Directors.

Except as hereinafter provided, each director shall be a holder of Common
Stock of DTE Energy Company at the time of initial election to the Board or
shall become a holder within thirty days after such election (to the extent of
at least one share, owned beneficially) and any director who thereafter ceases
to be such a holder, shall thereupon cease to be a director. The Board shall
have the authority to waive the requirement to hold shares in individual
situations upon presentation of evidence that a nominee or director is unable
to hold shares for legal or religious reasons.

4
<PAGE> 8

person was the Chief Executive Officer of the Company at the time of such
retirement, such person shall be eligible for election as a director until
attaining age 70. No other person shall be elected a director after attaining
age 70; provided, however, the Board shall have the authority to waive this
provision for no more than one three-year term upon a determination that
circumstances exist which make it prudent to continue the service of a director
who possesses special and unique expertise clearly beneficial to the Company.

Section 2. VACANCIES. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, or any other cause, it shall be filled without
undue delay by a majority vote of the remaining members of the Board of
Directors and the person who is to fill any such vacancy shall hold office for
the unexpired term of the director to whom such person succeeds, or for the
term fixed by the Board of Directors acting in compliance with Section l of
this Article II in case of a vacancy created by an increase in the number of
directors, and until a successor shall be elected and shall have qualified;
provided, however, that no vacancy need be filled if, after such vacancy shall
occur, the number of directors remaining on the Board shall be not less than a
majority of the whole Board. During the existence of any vacancy or vacancies,
the surviving or remaining directors shall possess and may exercise all the
powers of the full Board of Directors, when action by a larger number is not
required by law.

Section 3. NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any resolution establishing any Preferred or Preference
Stock, only persons who are nominated in accordance with this Section 3 will be
eligible for election at a meeting of shareholders to be members of the Board
of Directors of the Company.

(c) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting of shareholders;
provided, however, that in the event that public announcement of the date of
the annual meeting is not made at least 100 calendar days prior to the date of
the annual meeting, notice by the shareholder to be timely must be so received
not later than the close of business on the 10th calendar day following the day
on which public announcement (as defined in Section 8(c) of Article I) is first
made of the date of the annual meeting. To be in proper written form, such
shareholder's notice must set forth or include: (i) the name and address, as
they appear on the Company's books, of the shareholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the shareholder giving the notice is a holder of record of
stock of the Company entitled to vote at such annual meeting and intends to
appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock
of the Company owned beneficially and of record by the shareholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the shareholder giving the notice, (B) the beneficial owner on whose
behalf the notice is given, (C) each nominee, and (D) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice; (v) such other
information regarding each nominee proposed by the shareholder giving the
notice as would be required to

5
<PAGE> 9

be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (vi) the signed consent of each
nominee to serve as a director of the Company if so elected. The presiding
officer of any annual meeting may, if the facts warrant, determine that a
nomination was not made in accordance with this Section 3, and if he or she
should so determine, he or she will so declare to the meeting, and the
defective nomination will be disregarded. Notwithstanding the foregoing
provisions of this Section 3, a shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 3.

Section 4. MEETINGS OF THE BOARD. Regular meetings of the Board of
Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman
of the Board or the President or, in the event of the incapacity of the
Chairman of the Board and the President, the Executive Committee by giving
reasonable notice of the time and place of such meetings or by obtaining
written waivers of notice, before or after the meeting, from each absent
director. All such meetings shall be held at the office of the Company in the
City of Detroit unless some other place is specified in the notice.

A notice, or waiver of notice, need not specify the purpose of the
meeting.

Section 5. QUORUM A majority of the directors in office at the time of a
meeting of the Board shall constitute a quorum for the transaction of business,
but if at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of the directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting, until
a quorum shall have been obtained, when any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum. The acts of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the Board, unless otherwise
provided by law, by the Restated Articles of Incorporation or by the Bylaws.

Section 6. ANNUAL MEETING OF DIRECTORS. A meeting of the Board of
Directors, known as the directors' annual meeting, shall be held without notice
each year after the adjournment of the annual shareholders' meeting and on the
same day, and at such meeting the officers of the Company for the ensuing year
shall be elected. If a quorum of the directors is not present on the day
appointed for the directors' annual meeting, the meeting shall be adjourned to
some convenient day.

6
<PAGE> 10

power at any time to fill vacancies in, to change the membership of, or to
dissolve, the Executive Committee. The Executive Committee may make rules for
the conduct of its business and may appoint such subcommittees and assistants
as it shall from time to time deem necessary. A majority of the members of the
Executive Committee shall constitute a quorum. All action taken by the
Executive Committee shall be reported to the Board at its next meeting
succeeding such action. The Corporate Secretary or an Assistant Corporate
Secretary shall attend and act as the secretary of all meetings of the
Executive Committee and keep the minutes thereof.

Meetings of the Executive Committee may be called by the Chairman of the
Board or the President, or, in the event of the incapacity of the Chairman of
the Board and the President, by two or more members of the Executive Committee
by giving reasonable notice of the time and place of such meetings. All such
meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.

Section 8. COMMITTEES. The Board of Directors may, by resolution, create
a committee or committees of one or more directors, and alternates, to consider
and report upon or to carry out such matters (not excepted by the foregoing
section) as may be entrusted to them by the Board of Directors, and shall
designate the Chairman of each such committee.

Section 9. PARTICIPATION IN MEETINGS. One or more members of the Board of
Directors or any committee thereof may participate in any meeting of such Board
or such committee by means of a conference telephone or similar communications
equipment which enables all persons participating in such a meeting to hear
each other at the same time and the participation in the manner so described
shall constitute presence in person at such meetings.
Section 10. COMPENSATION. Each director of the Company who is not a
salaried officer or employee of the Company may receive reasonable compensation
for services as a director, including a reasonable fee for attendance at
meetings of the Board and committees thereof, and attendance at the Company's
request at other meetings or similar activities related to the Company.

ARTICLE III

OFFICERS

Section 2. TERM OF OFFICE. The term of office of all officers shall be
until the next directors' annual meeting of or until their respective
successors are chosen and qualified; but any officer or agent elected by the
Board of Directors may be removed by the Board at any time, with or without
cause.

7
<PAGE> 11

Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
chief executive officer of the Company, shall preside at all meetings of the
Board of Directors and, subject to Section 8(a) of Article I, meetings of
shareholders, at which the Chairman is present, and shall make the annual
report to the shareholders The Chairman shall have general charge of the
business and affairs of the Company subject to the control of the Board of
Directors, may execute in the name of the Company any authorized corporate
obligation or other instrument and shall perform such other functions as may be
prescribed by the Board from time to time.

The Chairman of the Board shall manage or supervise the conduct of the
corporate finances and relations of the Company with its shareholders, with the
public and with regulatory authorities and in addition to the President, may
exercise all powers elsewhere in the Bylaws conferred upon the President. The
Chairman may delegate from time to time to the President or to other officers,
employees or positions of the Company, such powers as the Chairman may specify
in writing, with such terms and conditions, if any, as the Chairman may set
forth. A copy of each such delegation and of any revocation or change shall be
filed with the Corporate Secretary.

Section 4. PRESIDENT. The President shall be the chief operating officer
of the Company, subject to the control of the Board of Directors and the
Chairman of the Board, shall have power to authorize the employment of such
subordinate employees as may, in the President's judgment, be advisable for the
operations of the Company, may execute in the name of the Company any
authorized corporate obligation or other instrument and shall perform all other
acts incident to the President's office or prescribed by the Board of Directors
or the Chairman of the Board, or authorized or required by law. During the
absence or disability of the Chairman of the Board, the President shall assume
the duties and authority of the Chairman of the Board and shall be the chief
executive officer of the Company.

SECTION 5. OTHER OFFICERS. The other officers, agents and employees of
the Company shall each have such powers and perform such duties in the
management of the property and affairs of the Company, subject to the control
of the Board of Directors, as generally pertain to their respective offices, as
well as such powers and duties as from time to time may be prescribed by the
Board of Directors, by the Chairman of the Board or by the President.

Section 6. COMPENSATION. The Board of Directors shall determine the
compensation to be paid to the Chairman of the Board, the President and each
Vice President above the level of Assistant Vice President.

ARTICLE IV

CAPITAL STOCK

Section 1. CERTIFICATES OF SHARES. The interest of each shareholder shall
be evidenced by a certificate or certificates for shares of stock of the
Company in such form as the Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Corporate Secretary, or an Assistant Corporate Secretary of the Company, shall
be sealed with the seal of the Company or a facsimile thereof, and shall be
countersigned by a transfer agent for the stock and registered by a registrar
for such stock. The signatures of the officers and the transfer agent and the
registrar upon such certificates may be

8
<PAGE> 12

facsimiles, engraved or printed, subject to the provisions of applicable law.
In case any officer, transfer agent or registrar shall cease to serve in that
capacity after their facsimile signature has been placed on a certificate, the
certificates may be issued with the same effect as if the officer, transfer
agent or registrar were still in office.

Section 3. LOST OR DESTROYED STOCK CERTIFICATES. No certificate for
shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.

ARTICLE V

CHECKS, NOTES, BONDS, DEBENTURES, ETC.

All checks and drafts on the Company's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,
debentures and other evidences of indebtedness of the Company bearing facsimile
signatures of officers of the Company shall be issued only when authenticated
by a manual signature on behalf of a trustee or an authenticating agent
appointed by the Board of Directors and in case any such officer of the
Company shall cease to be such after such officer's facsimile signature has
been placed thereon, such bonds, debentures or other evidences of indebtedness
may be issued with the same effect as if such person were still in office.

ARTICLE VI

CORPORATE SEAL

The Board of Directors shall provide a suitable seal containing the name
of the Company.

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<PAGE> 13

ARTICLE VII

CONTROL SHARE ACQUISITIONS

This Article VII of the Bylaws may not be amended, altered or repealed
with respect to any control share acquisition of shares of the Company effected
pursuant to a tender offer or other transaction commenced prior to the date of
such amendment, alteration or repeal.

ARTICLE VIII

AMENDMENT OF BYLAWS

Those provisions of these Bylaws providing for a classified Board of
Directors (currently the third, fourth and fifth sentences of the first
paragraph of Section 1 of Article II) and the provisions of this sentence may
be amended or repealed only by the vote of the holders of a majority of shares
of Common Stock of the Company. Except as provided in the immediately
preceding sentence, Bylaws of the Company may be amended, repealed or adopted
by vote of the holders of a majority of shares at the time entitled to vote in
the election of any directors or by vote of a majority of the directors in
office.

<PAGE> 1
EXHIBIT 10.8

August 13, 1997

Mr. Michael C. Porter
30675 Embassy Drive
Beverly Hills, MI 48025

Dear Mike:

I am pleased to offer you employment in the position of Vice President -
Corporate Communications at an annual salary of $175,000.

Upon employment, you will be eligible for the benefits described in the Benefit
Highlights brochure enclosed, as well as the perquisites described on a
separate listing also enclosed. In addition, you will receive the following:

- You will be paid an amount (considered imputed income) to cover
the premium for three (3) months health care coverage under the
Company's plan.

- You will be paid a signing bonus of $20,000.

- You will receive an immediate annual benefit of two (2) weeks
vacation for 1997.

- Pending approval by the Organization and Compensation Committee
of the Board of Directors, you will be awarded ten (10) years of
"awarded service". After meeting the eligibility requirements for
age and actual service of our Management Supplemental Benefit Plan
(MSBP), "awarded service" will be included in the calculation of your
benefit under the Plan. This benefit will be offset by any
retirement income expected from any previous employers.

If within two (2) years of your employment you are terminated for any reason
other than cause, you will receive an amount equivalent to one year's base
salary and will continue to be eligible for health care for up to one year.

As a member of Senior Management, you will be considered for a grant of stock
(restricted stock and stock options) under our Long Term Incentive Plan in
1998.

This offer is subject to successful completion of a pre-employment physical
examination, a review of references, and completion of our employment history
form.

Please contact me at (313) 235-8610 after you have completed your review of
this offer of employment.

I am looking forward to you joining the Company and hope to hear from you soon.

Sincerely,

Accepted: ____________________________________
Michael C. Porter Date

<PAGE> 1
EXHIBIT 10.9

CHANGE-IN-CONTROL SEVERANCE AGREEMENT

THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of
October 1, 1997, is made and entered by and between DTE Energy Company, a
Michigan corporation (the "Company"), and (the "Executive").

WITNESSETH:

WHEREAS, the Executive is a senior executive or a key employee of the
Company or one or more of its Subsidiaries and has made and is expected to
continue to make major contributions to the short- and long-term profitability,
growth and financial strength of the Company;

WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change in Control (as defined below)
exists;

WHEREAS, the Company desires to assure itself of both present and future
continuity of management and desires to establish certain minimum severance
benefits for certain of its senior executives or key employees, including the
Executive, applicable in the event of a Change in Control;

WHEREAS, the Company wishes to ensure that its senior executives and key
employees are not practically disabled from discharging their duties in respect
of a proposed or actual transaction involving a Change in Control; and

WHEREAS, the Company desires to provide additional inducement for the
Executive to continue to remain in the ongoing employ of the Company.

NOW, THEREFORE, the Company and the Executive agree as follows:

1. Certain Defined Terms. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this Agreement
with initial capital letters:

(a) "Base Pay" means the Executive's annual base salary (prior to
any deferrals or reductions under qualified or non-qualified plans) at a
rate not less than the Executive's annual fixed or base compensation as
in effect for Executive immediately prior to the occurrence of the Change
in Control or such higher rate as may be determined thereafter from time
to time by the Board or a committee thereof.

(b) "Board" means the Board of Directors of the Company.

<PAGE> 2
Executive shall have committed:

(i) an intentional act of fraud, embezzlement or theft in connection
with the Executive's duties or in the course of the Executive's employment with
the Company or any Subsidiary;

(ii) intentional wrongful damage to property of the Company or any
Subsidiary;

(iii) intentional wrongful disclosure of secret processes or
confidential information of the Company or any Subsidiary; or

(iv) intentional wrongful engagement in any Competitive Activity;

and any such act shall have been materially harmful to the Company. For
purposes of this Agreement, no act or failure to act on the part of the
Executive shall be deemed "intentional" if it was due primarily to an error in
judgment or negligence, but shall be deemed "intentional" only if done or
omitted to be done by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interest of the
Company. Notwithstanding the foregoing, the Executive shall not be deemed to
have been terminated for "Cause" hereunder unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the Board then in office at
a meeting of the Board called and held for such purpose, after reasonable notice
to the Executive and an opportunity for the Executive, together with the
Executive's counsel (if the Executive chooses to have counsel present at such
meeting), to be heard before the Board, finding that, in the good faith opinion
of the Board, the Executive had committed an act constituting "Cause" as herein
defined and specifying the particulars thereof in detail. Nothing herein will
limit the right of the Executive or the Executive's beneficiaries to contest the
validity or propriety of any such determination.

(d) "Change in Control" means the occurrence during the Term of any of the
following events:

(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than 55% of the combined voting power of
the then-outstanding Voting Stock of such corporation or person immediately
after such transaction are held in the aggregate by the holders of Voting Stock
of the Company immediately prior to such transaction;

(ii) The Company sells or otherwise transfers all or substantially all
of its assets to another corporation or other legal person, and as a result of
such sale or transfer less than 55% of the combined voting power of the
then-outstanding Voting Stock of such corporation or person immediately after
such sale or transfer is held in the

<PAGE> 3

aggregate (directly or through ownership of Voting Stock of the Company or a
Subsidiary) by the holders of Voting Stock of the Company immediately prior to
such sale or transfer;

(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the combined voting power of the
then-outstanding Voting Stock of the Company;

(iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response to
Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change in control of the Company will occur in the future
pursuant to a then-existing contract or transaction which when consummated would
be a Change in Control determined without regard to this subsection (iv);

(v) If, during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Directors of the Company cease
for any reason to constitute at least a majority thereof; provided, however,
that for purposes of this clause (v) each Director who is first elected, or
first nominated for election by the Company's stockholders, by a vote of at
least two-thirds of the Directors of the Company (or a committee thereof) then
still in office who were Directors of the Company at the beginning of any such
period will be deemed to have been a Director of the Company at the beginning of
such period; or

(vi) The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

Notwithstanding the foregoing provisions of Section 1(d)(iii) or
1(d)(iv), unless otherwise determined in a specific case by majority vote of the
Board, a "Change in Control" shall not be deemed to have occurred for purposes
of Section 1(d)(iii) or 1(d)(iv) solely because (A) the Company, (B) a
Subsidiary, or (C) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company or any Subsidiary either files or
becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act disclosing
beneficial ownership by it of shares of Voting Stock, whether in excess of 20%
or otherwise, or because the Company reports that a Change in Control of the
Company has occurred or will occur in the future by reason of such beneficial
ownership.

(e) "Competitive Activity" means the Executive's participation, without the
written consent of an officer of the Company who is an executive vice president
or above,

<PAGE> 4

in the management of any business enterprise if such enterprise engages in
substantial and direct competition with the Company or any of its Subsidiaries
and such enterprise's sales of any product or service competitive with any
product or service of the Company or any of its Subsidiaries amounted to 10% of
such enterprise's net sales for its most recently completed fiscal year and if
the Company's or Subsidiary's net sales of said product or service amounted to
10% of the Company's or Subsidiary's net sales for its most recently completed
fiscal year. "Competitive Activity" will not include (i) the mere ownership of
securities in any such enterprise and the exercise of rights appurtenant thereto
or (ii) participation in the management of any such enterprise other than in
connection with the competitive operations of such enterprise.

(f) "Employee Benefits" means the perquisites, benefits and service credit
for benefits as provided under any and all employee retirement income and
welfare benefit policies, plans, programs or arrangements in which Executive is
entitled to participate, including without limitation any stock option, stock
purchase, stock appreciation, savings, pension, supplemental executive
retirement, or other retirement income or welfare benefit, deferred
compensation, incentive compensation, group or other life, health,
medical/hospital or other insurance (whether funded by actual insurance or
self-insured by the Company or a Subsidiary), disability, salary continuation,
expense reimbursement and other employee benefit policies, plans, programs or
arrangements that may now exist or any equivalent successor policies, plans,
programs or arrangements that may be adopted hereafter by the Company or a
Subsidiary, providing perquisites, benefits and service credit for benefits at
least as great in the aggregate as are payable thereunder prior to the Change in
Control.

(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(h) "Incentive Pay" means an aggregate annual bonus, incentive or other
payments of cash compensation (determined without regard to any deferral
election), in addition to Base Pay, pursuant to any bonus, incentive,
profit-sharing, performance, discretionary pay or similar agreement, policy,
plan, program or arrangement (whether or not funded) of the Company or a
Subsidiary, or any successor thereto, providing benefits on a basis at least as
favorable to the Executive, in terms of each of the amount of benefits, levels
of coverage and performance measures and levels of required performance, as the
benefits payable thereunder prior to the Change in Control.

(i) "Severance Period" means, in respect of the occurrence of each and
every Change in Control, the period of time commencing on the date of the
occurrence of such Change in Control and continuing until the earlier of (i) the
second anniversary of the occurrence of such Change in Control or (ii) the
Executive's death; provided, however, that in the event of the occurrence of a
Change in Control resulting from a filing of a report or proxy statement
described in subsection 1(d)(iv) of the definition of Change in Control, the
Severance Period in respect of such Change in Control shall continue until the
later of (A) the date provided in this subsection 1(i) determined without regard
to this

<PAGE> 5

proviso or (B) the earlier of (x) the date any transaction, occurrence or
event described in such report or proxy statement (a "Transaction") is
consummated or (y) the date it is determined that such Transaction will not
be consummated. The Board may make the determination referred to in clause
(y) by resolution adopted in good faith.

(j) "Subsidiary" means an entity in which the Company directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(k) "Term" means the period commencing as of the date hereof and
expiring as of the later of (i) the close of business on September 30,
2000, or (ii) the expiration of the Severance Period; provided, however,
that (A) commencing on October 1, 1998 and each October 1 thereafter, the
term of this Agreement will automatically be extended for an additional
year unless, not later than the immediately preceding June 30, the Company
or the Executive shall have given notice that it or the Executive, as the
case may be, does not wish to have the Term extended and (B) if, prior to a
Change in Control, the Executive ceases for any reason to be an employee of
the Company and any Subsidiary, thereupon without further action the Term
shall be deemed to have expired and this Agreement will immediately
terminate and be of no further effect. For purposes of this Section 1(k),
the Executive shall not be deemed to have ceased to be an employee of the
Company and any Subsidiary by reason of the transfer of Executive's
employment between the Company and any Subsidiary, or among any
Subsidiaries.

(l) "Termination Date" means the date on which the Executive's
employment is terminated (the effective date of which shall be the date of
termination, or such other date that may be specified by the Executive if
the termination is pursuant to Section 3(b)).

(m) "Voting Stock" means securities entitled to vote generally in the
election of directors.

2. Operation of Agreement. This Agreement will be effective and
binding immediately upon its execution, but, anything in this Agreement to the
contrary notwithstanding, this Agreement will not be operative unless and until
a Change in Control occurs. Upon the occurrence of a Change in Control at any
time during the Term, without further action, this Agreement shall become
immediately operative.

3. Termination Following a Change in Control. (a) In the event of the
occurrence of a Change in Control, the Executive's employment with the Company
and any Subsidiary may be terminated by the Company and the Subsidiary during
the Severance Period applicable to such Change in Control and the Executive
shall be entitled to the benefits provided by Section 4 unless such termination
is the result of the occurrence of one or more of the following events:

(i) The Executive's death;

<PAGE> 6

(ii) If the Executive becomes permanently disabled within the meaning
of, and begins actually to receive disability benefits pursuant to, the
long-term disability plan in effect for, or applicable to, Executive
immediately prior to such Change in Control; or

(iii) Cause.

If, during the Severance Period applicable to such Change in Control, the
Executive's employment is terminated by the Company or any Subsidiary other
than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), the Executive will be
entitled to the benefits provided by Section 4 hereof.

(b) In the event of the occurrence of a Change in Control, the
Executive may terminate employment with the Company and any Subsidiary during
the Severance Period applicable to such Change in Control with the right to
severance compensation as provided in Section 4 upon the occurrence of one or
more of the following events (regardless of whether any other reason, other than
Cause as hereinabove provided, for such termination exists or has occurred,
including without limitation other employment):

(i) Failure to elect or reelect to the office, or otherwise to
maintain the Executive in the position, or a substantially equivalent
office or position, of or with the Company and/or a Subsidiary, as the case
may be, which the Executive held immediately prior to such Change in
Control, or the removal of the Executive as a Director of the Company
and/or a Subsidiary (or any successor thereto) if the Executive shall have
been a Director of the Company and/or a Subsidiary immediately prior to
such Change in Control;

(ii) (A) A significant adverse change in the nature or scope of the
authorities, powers, functions, responsibilities or duties attached to the
position with the Company and any Subsidiary which the Executive held
immediately prior to such Change in Control, or (B) a reduction in the
Executive's Base Pay or the opportunity to earn Incentive Pay from the
Company and any Subsidiary (unless such reduction is pursuant to an
across-the-board reduction applicable to senior executives of the Company
and its Subsidiaries and of any entity, directly or indirectly, in control
of the Company or that will be in control of the Company upon consummation
of a transaction constituting a Change in Control), or the failure to pay
the Executive Base Pay or Incentive Pay earned when due, or (C) the
termination or denial of the Executive's rights to Employee Benefits or a
reduction in the scope or value thereof (unless such reduction is pursuant
to an across-the-board reduction applicable to senior executives of the
Company and its Subsidiaries and of any entity, directly or indirectly, in
control of the Company or that will be in control of the Company upon
consummation of a transaction constituting a Change in Control), any of
which is not remedied by the Company within 10 calendar days after receipt
by the Company of written notice from the Executive of such change,
reduction or termination, as the case may be;

(iii) A determination by the Executive (which determination will be
conclusive

6
<PAGE> 7
and binding upon the parties hereto provided it has been made in good faith
and in all events will be presumed to have been made in good faith unless
otherwise shown by the Company by clear and convincing evidence) that a
change in circumstances has occurred following such Change in Control,
including, without limitation, a change in the scope of the business or
other activities for which the Executive was responsible immediately prior
to such Change in Control, which has rendered the Executive substantially
unable to carry out, has substantially hindered Executive's performance of,
or has caused Executive to suffer a substantial reduction in, any of the
authorities, powers, functions, responsibilities or duties attached to the
position held by the Executive immediately prior to such Change in Control,
which situation is not remedied within 10 calendar days after written
notice to the Company from the Executive of such determination;

(iv) The liquidation, dissolution, merger, consolidation or
reorganization of the Company or transfer of all or substantially all of
its business and/or assets, unless the successor or successors (by
liquidation, merger, consolidation, reorganization, transfer or otherwise)
to which all or substantially all of its business and/or assets have been
transferred (directly or by operation of law) assumed all duties and
obligations of the Company under this Agreement pursuant to Section 11(a);

(v) The Company relocates its principal executive offices and the
Executive's principal location of work is then in such offices, or requires
the Executive to have the Executive's principal location of work changed,
to any location that is in excess of 50 miles from the location thereof
immediately prior to such Change in Control, or requires the Executive to
travel away from the Executive's office in the course of discharging the
Executive's responsibilities or duties hereunder at least 20% more (in
terms of aggregate days in any calendar year or in any calendar quarter
when annualized for purposes of comparison to any prior year) than was
required of Executive in any of the three full years immediately prior to
such Change in Control without, in either case, the Executive's prior
written consent; or

(vi) Without limiting the generality or effect of the foregoing, any
material breach of this Agreement by the Company or any successor thereto.

(c) A termination by the Company pursuant to Section 3(a) or by the
Executive pursuant to Section 3(b) will not affect any rights that the Executive
may have pursuant to any agreement, policy, plan, program or arrangement of the
Company or Subsidiary providing Employee Benefits, which rights shall be
governed by the terms thereof.

4. Severance Compensation. (a) If, following the occurrence of a
Change in Control, the Company or Subsidiary, as the case may be, terminates the
Executive's employment during the Severance Period applicable to such Change in
Control other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the
Executive terminates employment pursuant to Section 3(b), the Company will pay
to the Executive the following lump sum payment within five business days after
the Termination Date and continue to provide to the Executive the

<PAGE> 8

following benefits:

(i) A lump sum payment in an amount equal to [THREE] [TWO] [ONE]1
times the sum of (A) Base Pay, plus (B) the aggregate annual bonus,
incentive or other payments of cash compensation (determined without regard
to any deferral election) to which the Executive would have been entitled
under the bonus, incentive, profit-sharing, performance, discretionary pay
or similar agreement, policy, plan, program or arrangement of the Company
or Subsidiary in which the Executive was participating for the year in
which the Change in Control (or Termination Date, if greater) occurs based
on the assumption that target performance goals for such year would be met
and such payments would be made.

(ii) (A) For a period of 24 months following the Termination Date (the
"Continuation Period"), the Company will arrange to provide the Executive
with Employee Benefits that are welfare benefits (but not stock option,
stock purchase, stock appreciation or similar compensatory benefits or
disability or income continuation benefits) substantially similar to those
that the Executive was receiving or entitled to receive immediately prior
to the Termination Date (or, if greater, immediately prior to the
reduction, termination, or denial described in Section 3(b)(ii)) and (B)
the length of such Continuation Period will be considered as additional age
and service with the Company for the purpose of determining age and service
credits (but not for the purpose of determining compensation) and benefits
due and payable to or in respect of the Executive under the Management
Supplemental Benefit Plan or Key Employee Deferred Compensation Plan, or
any successor thereto, of the Company or Subsidiary applicable to the
Executive immediately prior to the Termination Date (or, if greater,
immediately prior to the reduction, termination, or denial described in
Section 3(b)(ii)). In addition, the Company shall provide the Executive
with outplacement services by a firm selected by the Executive, at the
expense of the Company in an amount up to 15% of the Executive's Base Pay.
If and to the extent that any benefit described in subsection (A) or (B) of
this Section 4(a)(ii) is not or cannot be paid or provided under any
policy, plan, program or arrangement of the Company or any Subsidiary, as
the case may be, then the Company will itself pay or provide for the
payment to the Executive, the Executive's dependents or beneficiaries, as
the case may be, of such Employee Benefits. Employee Benefits otherwise
receivable by the Executive pursuant to subsection (A) of this Section
4(a)(ii) will be reduced to the extent comparable welfare benefits are
actually received by or in respect of the Executive from another employer
during the Continuation Period following the Executive's Termination Date,
and any such benefits actually received shall be reported by the Executive
or other recipient to the Company. Without limiting the purposes or effect
of Section 5, the Company does not guarantee a favorable tax consequence to
the Executive or the Executive's dependents or beneficiaries for any
coverage or benefits provided pursuant to this Section 4(a)(ii) nor will it
indemnify any such person for such results.

- -----------------
1 Include multiple applicable to the Executive executing the Agreement.

<PAGE> 9

In the event the Executive's employment is terminated or the Executive
terminates employment during more than one Severance Period under the
circumstances described above in this Section 4 with entitlement to severance
compensation under this Section 4, only one lump sum payment under Section
4(a)(i) shall be paid to the Executive hereunder, and the amount of such lump
sum payment under Section 4(a)(i) and benefits described in Section 4(a)(ii) to
be provided the Executive shall be the greatest amounts determined with respect
to the Severance Periods in which the Executive's termination occurs.

(b) Without limiting the rights of the Executive at law or in equity,
if the Company fails to make any payment or provide any benefit required to be
made or provided hereunder on a timely basis, the Company will pay interest on
the amount or value thereof at an annualized rate of interest equal to the
so-called composite "prime rate" as quoted from time to time during the relevant
period in the Northeast Edition of The Wall Street Journal. Such interest will
be payable as it accrues on demand. Any change in such prime rate will be
effective on and as of the date of such change.

(c) Notwithstanding any provision of this Agreement to the contrary,
the parties' respective rights and obligations under this Section 4 and under
Sections 5 and 7 will survive any termination or expiration of this Agreement or
the termination of the Executive's employment following a Change in Control for
any reason whatsoever.

5. Certain Additional Payments by the Company. (a) Anything in this
Agreement to the contrary notwithstanding, in the event that this Agreement
shall become operative and it shall be determined (as hereafter provided) that
any payment or distribution by the Company or any of its affiliates to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise pursuant to
or by reason of any other agreement, policy, plan, program or arrangement,
including without limitation any stock option, stock appreciation right or
similar right, or the lapse or termination of any restriction on or the vesting
or exercisability of any of the foregoing (a "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") (or any successor provision thereto) by reason of being
considered "contingent on a change in ownership or control" of the Company,
within the meaning of Section 280G of the Code (or any successor provision
thereto) or to any similar tax imposed by state or local law, or any interest or
penalties with respect to such tax (such tax or taxes, together with any such
interest and penalties, being hereafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional payment or
payments (collectively, a "Gross-Up Payment"); provided, however, that no
Gross-up Payment shall be made with respect to the Excise Tax, if any,
attributable to (i) any incentive stock option, as defined by Section 422 of the
Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock
appreciation or similar right, whether or not limited, granted in tandem with
any ISO described in clause (i). The Gross-Up Payment shall be in an amount such
that, after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment.

<PAGE> 10

(b) Subject to the provisions of Section 5(f), all determinations
required to be made under this Section 5, including whether an Excise Tax is
payable by the Executive and the amount of such Excise Tax and whether a
Gross-Up Payment is required to be paid by the Company to the Executive and the
amount of such Gross-Up Payment, if any, shall be made by a nationally
recognized accounting firm (the "Accounting Firm") selected by the Executive in
the Executive's sole discretion. The Executive shall direct the Accounting Firm
to submit its determination and detailed supporting calculations to both the
Company and the Executive within 30 calendar days after the Termination Date, if
applicable, and any such other time or times as may be requested by the Company
or the Executive. If the Accounting Firm determines that any Excise Tax is
payable by the Executive, the Company shall pay the required Gross-Up Payment to
the Executive within five business days after receipt of such determination and
calculations with respect to any Payment to the Executive. If the Accounting
Firm determines that no Excise Tax is payable by the Executive, it shall, at the
same time as it makes such determination, furnish the Company and the Executive
an opinion that the Executive has substantial authority not to report any Excise
Tax on the Executive's federal, state or local income or other tax return. As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding applicable state or local tax law at the time of any determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made (an "Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts or fails to pursue its remedies pursuant to Section
5(f) and the Executive thereafter is required to make a payment of any Excise
Tax, the Executive shall direct the Accounting Firm to determine the amount of
the Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and the Executive as promptly as
possible. Any such Underpayment shall be promptly paid by the Company to, or
for the benefit of, the Executive within five business days after receipt of
such determination and calculations.

(c) The Company and the Executive shall each provide the Accounting
Firm access to and copies of any books, records and documents in the possession
of the Company or the Executive, as the case may be, reasonably requested by the
Accounting Firm, and otherwise cooperate with the Accounting Firm in connection
with the preparation and issuance of the determinations and calculations
contemplated by Section 5(b). Any determination by the Accounting Firm as to
the amount of the Gross-Up Payment shall be binding upon the Company and the
Executive.

(d) The federal, state and local income or other tax returns filed by
the Executive shall be prepared and filed on a consistent basis with the
determination of the Accounting Firm with respect to the Excise Tax payable by
the Executive. The Executive shall make proper payment of the amount of any
Excise Tax, and at the request of the Company, provide to the Company true and
correct copies (with any amendments) of the Executive's federal income tax
return as filed with the Internal Revenue Service and corresponding state and
local tax returns, if relevant, as filed with the applicable taxing authority,
and such other documents reasonably requested by the Company, evidencing such
payment. If prior to the filing

<PAGE> 11

of the Executive's federal income tax return, or corresponding state or local
tax return, if relevant, the Accounting Firm determines that the amount of the
Gross-Up Payment should be reduced, the Executive shall within five business
days pay to the Company the amount of such reduction.

(e) The fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by Section 5(b)
shall be borne by the Company. If such fees and expenses are initially paid by
the Executive, the Company shall reimburse the Executive the full amount of such
fees and expenses within five business days after receipt from the Executive of
a statement therefor and reasonable evidence of the Executive's payment thereof.

(f) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service or any other taxing authority that, if successful,
would require the payment by the Company of a Gross-Up Payment. Such
notification shall be given as promptly as practicable but no later than 10
business days after the Executive actually receives notice of such claim and the
Executive shall further apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid (in each case, to the extent
known by the Executive). The Executive shall not pay such claim prior to the
earlier of (i) the expiration of the 30-calendar-day period following the date
on which the Executive gives such notice to the Company and (ii) the date that
any payment of amount with respect to such claim is due. If the Company
notifies the Executive in writing prior to the expiration of such period that it
desires to contest such claim, the Executive shall:

(i) provide the Company with any written records or documents in the
Executive's possession relating to such claim reasonably requested by the
Company;

(ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including without
limitation accepting legal representation with respect to such claim by an
attorney competent in respect of the subject matter and reasonably selected by
the Company;

(iii) cooperate with the Company in good faith in order effectively
to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to
such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless the Executive, on an after-tax
basis, for and against any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of
this Section 5(f), the Company shall control all proceedings taken in connection
with the contest of any claim contemplated by this Section 5(f) and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
(provided, however, that the Executive may participate therein at the

<PAGE> 12

Executive's own cost and expense) and may, at its option, either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
the tax claimed and sue for a refund, the Company shall advance the amount of
such payment to the Executive on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income or other tax, including interest or penalties with respect thereto,
imposed with respect to such advance; and provided further, however, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which the contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of any such contested claim shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

(g) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 5(f), the Executive receives any refund with
respect to such claim, the Executive shall (subject to the Company's complying
with the requirements of Section 5(f)) promptly pay to the Company the amount of
such refund (together with any interest paid or credited thereon after any taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 5(f), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial or refund prior to the expiration of 30 calendar days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of any such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid by the Company to
the Executive pursuant to this Section 5.

6. No Mitigation Obligation. The Company hereby acknowledges that it
will be difficult and may be impossible for the Executive to find reasonably
comparable employment following the Termination Date and that the
non-competition covenant contained in Section 8 will further limit the
employment opportunities for the Executive. Accordingly, the payment of the
severance compensation by the Company to the Executive in accordance with the
terms of this Agreement is hereby acknowledged by the Company to be reasonable,
and the Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in the last
sentence of Section 4(a)(ii) and except as may have been otherwise paid to the
Executive by the Company or a Subsidiary in connection with or in consideration
of Executive's release and settlement of any or all claims arising out of the
Executive's employment or termination thereof.

7. Legal Fees and Expenses. It is the intent of the Company that the
Executive not be required to incur legal fees and the related expenses
associated with the

<PAGE> 13
interpretation, enforcement or defense of Executive's rights under this
Agreement by litigation or otherwise because the cost and expense thereof would
substantially detract from the benefits intended to be extended to the Executive
hereunder. Accordingly, if it should appear to the Executive that the Company
has failed to comply with any of its obligations under this Agreement or in the
event that the Company or any other person takes or threatens to take any action
to declare this Agreement void or unenforceable, or institutes any litigation or
other action or proceeding designed to deny, or to recover from, the Executive
the benefits provided or intended to be provided to the Executive hereunder, the
Company irrevocably authorizes the Executive from time to time to retain counsel
of Executive's choice, at the expense of the Company as hereafter provided, to
advise and represent the Executive in connection with any such interpretation,
enforcement or defense, including without limitation the initiation or defense
of any litigation or other legal action, whether by or against the Company or
any Director, officer, stockholder or other person affiliated with the Company,
in any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the Company irrevocably
consents to the Executive's entering into an attorney-client relationship with
such counsel, and in that connection the Company and the Executive agree that a
confidential relationship shall exist between the Executive and such counsel.
Without respect to whether the Executive prevails, in whole or in part, in
connection with any of the foregoing, the Company will pay and be solely
financially responsible for any and all reasonable attorneys' and related fees
and expenses incurred by the Executive in connection with any of the foregoing.

8. Competitive Activity. During a period ending one year following
the Termination Date, if the Executive shall have received or shall be receiving
benefits under Section 4, and, if applicable, Section 5, the Executive shall
not, without the prior written consent of the Company, which consent shall not
be unreasonably withheld, engage in any Competitive Activity.

9. Employment Rights. Nothing expressed or implied in this Agreement
will create any right or duty on the part of the Company or the Executive to
have the Executive remain in the employment of the Company or any Subsidiary
prior to or following any Change in Control.

10. Withholding of Taxes. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any law or government regulation or
ruling.

11. Successors and Binding Agreement. (a) The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform if no
such succession had taken place. This Agreement will be binding upon and inure
to the benefit of the Company and any successor to the Company, including
without limitation any persons acquiring directly or indirectly all or
substantially all of the business or assets of the

<PAGE> 14

Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor shall thereafter be deemed the "Company" for the purposes of
this Agreement), but will not otherwise be assignable, transferable or delegable
by the Company.

(b) This Agreement will inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.

(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Sections 11(a) and 11(b). Without limiting the generality or effect
of the foregoing, the Executive's right to receive payments hereunder will not
be assignable, transferable or delegable, whether by pledge, creation of a
security interest, or otherwise, other than by a transfer by Executive's will or
by the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section 11(c), the Company shall have no
liability to pay any amount so attempted to be assigned, transferred or
delegated.

12. Notices. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or three business days after having been
sent by a nationally recognized overnight courier service such as Federal
Express, UPS, or Purolator, addressed to the Company (to the attention of the
Secretary of the Company) at its principal executive office and to the Executive
at the Executive's principal residence, or to such other address as any party
may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address shall be effective only upon receipt.

13. Governing Law. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Michigan, without giving effect to the
principles of conflict of laws of such State.

14. Validity. If any provision of this Agreement or the application
of any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstances will not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.

15. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the

<PAGE> 15

other party hereto or compliance with any condition or provision of this
Agreement to be performed by such other party will be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, expressed or implied
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement. References to Sections are to
references to Sections of this Agreement.

16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement.

17. Prior Agreement. To the extent the Executive receives a lump sum
payment under Section 4(a) (i) or continued Employee Benefits under Section
4(a) (ii) of this Agreement, the amount of such payment or benefits so received
by the Executive shall reduce dollar-for-dollar the amount of any severance
payment or comparable continued welfare benefits, as the case may be, to which
the Executive is entitled as the result of termination of employment pursuant
to the terms of the offer of employment letter, dated as of ______________(the
"Prior Agreement"), between The Detroit Edison Company and the Executive, and
the Prior Agreement is hereby amended, without further action, to so provide.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

DTE ENERGY COMPANY

By: ______________________________
[NAME AND TITLE]

______________________________
[EXECUTIVE]

<PAGE> 1
EXHIBIT 11-9

DTE ENERGY COMPANY AND SUBSIDIARY COMPANIES
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
OF COMMON STOCK

<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, 1997 September 30, 1997
---------------------------------------
<S> <C> <C>
(Thousands, except per share amounts)

PRIMARY:
Net Income $ 131,937 $ 287,827
Weighted average number of common
shares outstanding (a) 145,098 145,102
Earnings per share of Common Stock
based on weighted average number
of shares outstanding ........................$ 0.91 $ 1.98

FULLY DILUTED:
Net Income .....................................$ 131,937 $ 287,827

Weighted average number of common
shares outstanding (a) ....................... 145,098 145,102
Shares issuable from assumed exercise of
options reduced by the number which could
have been purchased with the proceeds
from exercise of such options (a)(b) ......... 17 13
--------- ---------
.............................................. 145,115 145,115
========= =========

Earnings per share of Common Stock
based on weighted average number
of shared outstanding ........................$ 0.91 $ 1.98
</TABLE>

- --------------
(a) Based on a daily average.
(b) This calculation is submitted in accordance with Regulation S-K, item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.

<PAGE> 1
EXHIBIT 15.6

[DELOITTE & TOUCHE LLP LETTERHEAD]

DTE Energy Company and
The Detroit Edison Company
Detroit, Michigan

We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of DTE Energy Company and subsidiary companies and of The Detroit
Edison Company and subsidiary companies for the three-month and nine-month
periods ended September 30, 1997 and 1996, as indicated in our report dated
October 27, 1997. Because we did not perform an audit, we expressed no opinion
on that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, is
incorporated by reference in the following Registration Statements:

REGISTRATION
FORM NUMBER

DTE Energy Company
Form S-3 33-57545
Form S-8 333-00023

The Detroit Edison Company
Form S-3 33-53207
Form S-3 33-64296

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement which is prepared or certified by an accountant or a report prepared
or certified by an accountant within the meaning of Sections 7 and 11 of that
Act.

Deloitte & Touche LLP

October 27, 1997

<ARTICLE> UT
<LEGEND>
The Schedule contains summary financial information extracted from the DTE
Energy Company and Subsidiary Companies Condensed Consolidated Statement of
Income, Balance Sheet, Statement of Cash Flows, Statement of Common
Shareholders' Equity and Primary and Fully Diluted Earnings per Share of Common
Stock and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000936340
<NAME> DTE

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,404,479
<OTHER-PROPERTY-AND-INVEST> 820,787
<TOTAL-CURRENT-ASSETS> 928,924
<TOTAL-DEFERRED-CHARGES> 1,033,367
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 11,187,557
<COMMON> 1,951,140
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 1,555,683
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,506,823
0
144,405
<LONG-TERM-DEBT-NET> 3,945,677
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 107,000
<LONG-TERM-DEBT-CURRENT-PORT> 47,298
0
<CAPITAL-LEASE-OBLIGATIONS> 140,526
<LEASES-CURRENT> 121,061
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,174,767
<TOT-CAPITALIZATION-AND-LIAB> 11,187,557
<GROSS-OPERATING-REVENUE> 2,790,601
<INCOME-TAX-EXPENSE> 193,657
<OTHER-OPERATING-EXPENSES> 2,071,489
<TOTAL-OPERATING-EXPENSES> 2,265,146
<OPERATING-INCOME-LOSS> 525,455
<OTHER-INCOME-NET> (9,795)
<INCOME-BEFORE-INTEREST-EXPEN> 515,660
<TOTAL-INTEREST-EXPENSE> 219,111
<NET-INCOME> 287,827
8,722
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 224,179
<TOTAL-INTEREST-ON-BONDS> 205,494
<CASH-FLOW-OPERATIONS> 678,797
<EPS-PRIMARY> 1.98
<EPS-DILUTED> 1.98

</TABLE>

<ARTICLE> UT
<LEGEND>
The Schedule contains summary financial information extracted from The Detroit
Edison Company and Subsidiary Companies Condensed Consolidated Statement of
Income, Balance Sheet, Statement of Cash Flows, Statement of Common
Shareholders' Equity and Primary and Fully Diluted Earnings per Share of Common
Stock and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000028385
<NAME> DETROIT EDISON COMPANY

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,404,479
<OTHER-PROPERTY-AND-INVEST> 518,505
<TOTAL-CURRENT-ASSETS> 808,809
<TOTAL-DEFERRED-CHARGES> 989,970
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10,721,763
<COMMON> 1,451,199
<CAPITAL-SURPLUS-PAID-IN> 500,238
<RETAINED-EARNINGS> 1,430,798
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,382,235
0
144,405
<LONG-TERM-DEBT-NET> 3,680,761
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 72,000
<LONG-TERM-DEBT-CURRENT-PORT> 19,214
0
<CAPITAL-LEASE-OBLIGATIONS> 140,526
<LEASES-CURRENT> 121,061
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,161,561
<TOT-CAPITALIZATION-AND-LIAB> 10,721,763
<GROSS-OPERATING-REVENUE> 2,727,253
<INCOME-TAX-EXPENSE> 210,382
<OTHER-OPERATING-EXPENSES> 2,006,992
<TOTAL-OPERATING-EXPENSES> 2,217,374
<OPERATING-INCOME-LOSS> 509,879
<OTHER-INCOME-NET> (11,524)
<INCOME-BEFORE-INTEREST-EXPEN> 498,355
<TOTAL-INTEREST-EXPENSE> 210,490
<NET-INCOME> 287,856
8,722
<EARNINGS-AVAILABLE-FOR-COMM> 279,143
<COMMON-STOCK-DIVIDENDS> 239,449
<TOTAL-INTEREST-ON-BONDS> 197,700
<CASH-FLOW-OPERATIONS> 732,188
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<PAGE> 1
EXHIBIT 99.22

THIRD AMENDMENT TO
1988 AMENDED AND RESTATED LOAN AGREEMENT

THIRD AMENDMENT, dated as of August 28, 1997 (the "Third
Amendment") to the 1988 Amended and Restated Loan Agreement dated as of October
4, 1988, as amended by a First Amendment thereto dated as of February 1, 1990
and a Second Amendment thereto dated as of September 1, 1993 (as so amended,
the "Loan Agreement"), between RENAISSANCE ENERGY COMPANY, a Delaware
corporation (the "Fuel Company"), and THE DETROIT EDISON COMPANY, a Michigan
corporation (the "Utility").

W I T N E S S E T H:

WHEREAS, the Fuel Company is a party to (a) a 364 Day Credit
Agreement among the Fuel Company, the Utility, Barclays Bank PLC, New York
Branch, as agent (the "Agent") and the banks signatory thereto (the "Banks") as
amended by a First, Second, Third, Fourth and Fifth Amendment thereto (as so
amended, the "364 Day Credit Agreement"); and (b) a Multi-Year Credit Agreement
among the Fuel Company, the Utility, the Agent and the Banks, as amended by a
First, Second, Third, Fourth and Fifth Amendment thereto (as so amended, the
"Multi-Year Credit Agreement"; the 364 Day Credit Agreement and the Multi-Year
Credit Agreement, collectively, the Credit Agreement");

WHEREAS, the Utility has requested the Fuel Company to extend
the term of the Loan Agreement for an additional five years and the Fuel
Company has consented thereto.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Fuel Company and the Utility agree as
follows:

Section 1. Defined Terms. (a) All capitalized terms used
herein and not defined shall have the meanings ascribed to such terms in the
Loan Agreement.

Section 2. Term.

(a) Notwithstanding any other provision of the Loan
Agreement or any Utility Note issued thereunder, the Loan Agreement shall
terminate on August 27, 2003 (an "Outside Expiration Date") and all Utility
Notes outstanding on such date shall immediately become due and payable.
<PAGE> 2

(b) Not less than one year before the then current
Outside Expiration Date, the Utility shall have the right to request in writing
that the term of the Loan Agreement be extended beyond the then current Outside
Expiration Date. The Fuel Company shall respond in writing to any such request
for an extension within sixty days of the date of such request. If the Fuel
Company grants the request, the Outside Expiration Date then in effect shall be
the date which is the fifth anniversary of the date of such grant.

(c) Notwithstanding any other provision of the Loan
Agreement, loan proceeds shall be used by the Utility for current expenses.

Section 3. Miscellaneous.

(a) Each Utility and Fuel Company hereby represents
and warrants as to itself that this Third Amendment has been duly authorized by
all necessary corporate action on its part and this Third Amendment has been
duly and validly executed and delivered by it and constitutes its respective
legal, valid and binding obligation, enforceable in accordance with the terms
of this Second Amendment.

(b) Except as amended hereby, the terms of the Loan
Agreement shall continue in full force and effect and is hereby ratified and
confirmed in all respects, as so amended.

(c) This Third Amendment shall be governed by and
construed in accordance with the laws of the State of New York without
reference to principles of conflicts of laws.

(d) This Third Amendment may be signed in any number
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument.

2
<PAGE> 3

IN WITNESS WHEREOF, the Utility and the Fuel Company have
caused this Third Amendment to be duly executed by their duly authorized
officers, all as of the day and year first above written.

RENAISSANCE ENERGY COMPANY

By:___________________________
Title: Vice President

THE DETROIT EDISON COMPANY

By:___________________________
Title:

<PAGE> 1
EXHIBIT 99.23

SIXTH AMENDMENT TO
1988 AMENDED AND RESTATED
NUCLEAR FUEL HEAT PURCHASE CONTRACT

Sixth Amendment, dated as of August 28, 1997 (this "Sixth Amendment"), to
the 1988 Amended and Restated Nuclear Fuel Heat Purchase Contract dated as of
October 4, 1988, as amended by First, Second, Third, Fourth and Fifth
Amendments thereto dated as of February 1, 1990, September 1, 1993, August 31,
1994, March 8, 1996 and August 29, 1996 respectively (as so amended, the
"Contract"), between RENAISSANCE ENERGY COMPANY, a Delaware corporation ("Fuel
Company") and THE DETROIT EDISON COMPANY, a Michigan corporation ("Utility").

W I T N E S S E T H:

Whereas, the Fuel Company is a party to (i) a $200,000,000 364 Day Credit
Agreement dated as of September 1, 1993, as amended by a First Amendment
thereto dated as of September 1, 1994, extension letters from the Banks to the
Fuel Company dated June 30, 1995, a Third Amendment thereto dated March 8, 1996
and a Fourth Amendment thereto dated August 29, 1996, among the Fuel Company,
the Utility, Barclays Bank PLC, New York Branch, as agent (the "Agent") and the
banks signatory thereto (the "Banks") (as so amended, the "364 Day Credit
Agreement"); and (ii) a $200,000,000 Multi-Year Credit Agreement dated as of
September 1, 1993, as amended by a First Amendment thereto dated as of
September 1, 1994, extension letters from the Banks to the Fuel Company dated
June 30, 1995, a Third Amendment thereto, dated March 8, 1996 and a Fourth
Amendment thereto, dated September 1, 1996, among the Fuel Company, the
Utility, the Agent and the Banks (as so amended, the "Multi-Year Credit
Agreement"; the 364 Day Credit Agreement and the Multi-Year Credit Agreement,
collectively, the "Credit Agreement");

Whereas, each of the 364 Day Credit Agreement and the Multi-Year Credit
Agreement, respectively, are being amended by Fifth Amendments thereto
(collectively, the "Credit Agreement Amendments");

Whereas, it is a condition precedent to the effectiveness of the Credit
Agreement Amendments that the Utility and Fuel Company enter into this Sixth
Amendment.

<PAGE> 2

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Fuel Company and the Utility agree as follows:

Section 1. Defined Terms. All capitalized terms used herein and not
defined shall have the meanings ascribed to such terms in the Contract.

Section 2. Amendments to Contract. Section 2(b) of the Contract is hereby
amended to read in its entirety as follows:

"(b) The term of this Contract shall, unless sooner terminated
pursuant to the provisions hereof, end at 12:00 midnight, New York time, on the
Expiration Date. The Expiration Date in effect on the date hereof is
August 27, 1998. Subject to the proviso below, the Utility shall have the right
to renew this Contract for subsequent terms by designating in writing to the
Fuel Company, within 90 days prior to the then current Expiration Date, a new
Expiration Date; provided, however, that the Expiration Date for such renewal
term shall be, (i) in the event the Michigan Public Service Commission (the
"MPSC") has authorized this Contract, not later than September 1, 2001 (an
"Outside Expiration Date") or (ii) if the MPSC has not authorized this
Contract, not later than the earlier to occur of the Outside Expiration Date
and twelve months from the then current Expiration Date; and provided, further,
that (i) no material adverse change shall have occurred (except such as may
have occurred in the ordinary course of the Utility's business) in the
financial condition or results of operations of Utility since the most recent
financial statements of the Utility delivered to the Borrower, and (ii) no
Event of Default (as defined herein or as defined in any Credit Agreement) or
other event which with the giving of notice or lapse of time, or both, would
constitute such an Event of Default shall have occurred and be continuing."

Section 3. Miscellaneous.

(a) Each of Utility and Fuel Company hereby represents and warrants as
to itself that this Sixth Amendment has been duly authorized by all necessary
corporate action on its part and this Sixth Amendment has been duly and validly
executed and delivered by itself and constitutes its respective legal, valid
and binding obligation, enforceable in accordance with the terms of this Sixth
Amendment.

2
<PAGE> 3

(b) Except as amended hereby, the terms of the Contract shall
continue in full force and effect and is hereby ratified and confirmed in
all respects as so amended.

(c) This Sixth Amendment shall be governed by and construed in
accordance with the laws of the State of New York without reference to
principles of conflicts of laws.

(d) This Sixth Amendment may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the
same instrument.

IN WITNESS WHEREOF, Utility and Fuel Company have caused this Sixth
Amendment to be duly executed by their duly authorized officers, all as of the
day and year first above written.

RENAISSANCE ENERGY COMPANY

By:________________________
Title:

THE DETROIT EDISON COMPANY

By:________________________
Title:

<PAGE> 1
EXHIBIT 99.24

[EXECUTION COPY]

FIFTH AMENDMENT

MULTI-YEAR CREDIT AGREEMENT

FIFTH AMENDMENT (this "AMENDMENT"), dated as of September 1, 1997, to
the MULTI-YEAR CREDIT AGREEMENT dated as of September 1, 1993, as amended by
the First Amendment, dated as of September 1, 1994, certain extension letters,
each dated June 30, 1995, the Third Amendment, dated as of March 8, 1996, and
the Fourth Amendment dated as of September 1, 1996, by and among RENAISSANCE
ENERGY COMPANY, a Delaware corporation (the "BORROWER"), THE DETROIT EDISON
COMPANY, a Michigan corporation (the "GUARANTOR"), the banks referred to
therein (the "BANKS"), and BARCLAYS BANK PLC, New York Branch, as agent (the
"AGENT") for the Banks (such Credit Agreement, as heretofore amended, being
hereinafter referred to as the" EXISTING CREDIT AGREEMENT", and, as amended by
this Amendment, as the "AMENDED CREDIT AGREEMENT" or the "CREDIT AGREEMENT").

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantor, the Banks and the Agent have
previously entered into the Existing Credit Agreement; and

WHEREAS, the Borrower, the Guarantor, the Banks and the Agent now wish
to amend the Existing Credit Agreement to extend the Termination Date described
therein;

NOW THEREFORE, the Borrower, the Guarantor, the Banks and the Agent
agree as follows (capitalized terms used but not defined in this Amendment
having the meanings assigned them in the Existing Credit Agreement):

SECTION 1. AMENDMENTS TO EXISTING CREDIT AGREEMENT () EXTENSION
OF TERMINATION DATE. Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Termination Date is hereby extended to September 1, 2001.

(b) AMENDMENT OF SECTION 2.15. Section 2.15 of the Existing
Agreement is hereby amended and restated to read in its entirety as follows:

<PAGE> 2

SECTION 2.15. EXTENSION OF TERMINATION DATE (a) Unless the
Termination Date shall have occurred, at least 30 but not more than 60 Days
prior to the Termination Date then in effect, the Borrower, by written notice
to the Agent consented and agreed to by the Guarantor, may request the Banks to
consent to a one-year extension of such Termination Date. Not earlier than 30
days preceding the Termination Date then in effect, each Bank may, in its sole
and absolute discretion, determine whether to consent to the Borrower's request
for extension of the Termination Date and may by written notice (a "CONSENT
NOTICE") to the Agent and the Borrower delivered only after such 30th preceding
day but prior to the Termination Date as then in effect notify the Agent and
the Borrower of its determination. Failure by any Bank to deliver a Consent
Notice as aforesaid shall be deemed to be a denial of the Borrower's request by
such Bank. If the Majority Banks shall have delivered Consent Notices, then,
subject to the satisfaction of the conditions precedent set forth in Section
3.05 and as to such consenting Banks only, the Termination Date shall be so
extended (and the Agent shall so notify the Banks), such extension to be
effective as of the Termination Date theretofore in effect.

(b) In the event any Bank shall fail to deliver a Consent Notice
in respect of any extension requested by the Borrower pursuant to Section
2.15(a) (a "DISSENTING BANK"), the Borrower shall have the right to arrange
with an Eligible Bank or Eligible Banks acceptable to the Borrower and the
Agent to assume all or a part of such Bank's obligations under this Agreement.
If the Agent shall not arrange for a substituted bank or banks to assume the
obligations of a Dissenting Bank, then (i) the Commitment of such Dissenting
Bank shall terminate on the Termination Date in effect immediately before such
extension, (ii) the Borrower shall repay in full on such Termination Date all
Advances by such Dissenting Bank and all other amounts payable to such
Dissenting Bank under this Agreement, and (iii) such Dissenting Bank shall not
be obligated to make any Advances the maturity date of which would be later
than such Termination Date. In such case each remaining Bank's Commitment
Percentage for the period of such extension shall be changed so as to equal
that percentage which such remaining Bank's Commitment hereunder represents of
the total Commitments of all remaining Banks who have agreed to such extension.
If the Agent shall arrange with an Eligible Bank or Eligible Banks to assume
all or part of the obligations of any Dissenting Bank, then such Dissenting
Bank and such Eligible Bank or Eligible Banks shall execute and deliver to the
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Notes subject to such assignment.

<PAGE> 3

SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date set forth above when, and only when, the Agent shall
have received (in sufficient copies for each Bank) the following:

(a) Counterparts of this Amendment executed by the Borrower, the
Guarantor and all of the Banks.

(b) Certified copies of the resolutions of the Board of Directors
of the Borrower authorizing this Amendment and of all documents evidencing
other necessary corporate action and governmental and regulatory approvals
required to be obtained by it in connection therewith, certified by the
Secretary or Assistant Secretary of the Borrower.

(c) Certified copies of the resolutions of the Board of Directors
of the Guarantor authorizing this Amendment and of all documents evidencing
other necessary corporate action and governmental and regulatory approvals
required to be obtained by it in connection therewith, certified by the
Secretary or Assistant Secretary of the Guarantor.

(d) A favorable opinion of counsel to the Borrower, to the effect
set forth in Annex I to this Amendment and as to such other matters relating to
the transactions contemplated hereby as any Bank through the Agent may
reasonably request.

(e) A favorable opinion of the General Counsel of the Guarantor,
to the effect set forth in Annex II to this Amendment and as to such other
matters relating to the transactions contemplated hereby as any Bank through
the Agent may reasonably request.

(f) Evidence satisfactory to the Agent and its counsel that the
Guarantor has extended, through September 1, 1998, the Guarantee set forth in
Section 6.02 of the Existing Agreement.

(g) Evidence that the "Expiration Date" of the Heat Purchase
Contract has been extended to August 27, 1998 and that the "Outside Expiration
Date" of the Heat Purchase Contract has been extended to September 1, 2001.

(h) Such other instruments, opinions or documents as any Bank
through

<PAGE> 4

the Agent may reasonably request.

SECTION 3. REPRESENTATIONS AND WARRANTIES. Each of the Borrower
and the Guarantor represents and warrants, as to itself only, as follows:
(a) The execution and delivery by it of this Amendment, and the
performance by it of the Amended Credit Agreement and the other Financing
Documents to which it is a party are within its corporate powers, have been
duly authorized by all necessary corporate or other similar action, and do not
and will not contravene ()_its charter or by-laws, as the case may be, or any
law or legal restriction or () any contractual restriction binding on or
affecting it or its properties;

(b) This Amendment has been duly executed and delivered by it,
and, assuming the due execution and delivery by the Banks pursuant to due
authority of this Amendment, this Amendment, the Amended Credit Agreement and
the other Financing Documents to which it is a party are its legal, valid and
binding obligations, enforceable against it in accordance with their respective
terms; subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally;

(c) No consent, license, order, authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution and delivery by it of this
Amendment;

(d) Its representations and warranties contained in Section 4.01
(in the case of the Borrower) or Section 4.02 (in the case of the Guarantor) of
the Existing Credit Agreement are true and correct in all material respects on
and as of the date of this Amendment, as though made on and as of such date;

(e) No event in respect of it has occurred and is continuing,
which constitutes an Event of Default or a Default; and

(f) In the case of the Guarantor: () the FERC Authorization is in
full force and effect and () without regard to any further extension thereof,
the FERC Authorization as presently in effect is sufficient to authorize: (A)
the creation, validity and performance of the Guarantee described in Section
6.01 of the Amended Credit Agreement in respect of each Advance made on or
prior to the Termination Date, as extended by this Amendment, (B) the Guarantor
to perform its obligations under the Credit Agreement and the other Financing
Documents in respect of each such Advance and the corresponding Guarantee, and
(C) the Guarantor to extend

<PAGE> 5

through the Termination Date as extended hereby the Guarantee set forth in
Section 6.02 of the Credit Agreement and to perform its obligations thereunder.

SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a)
Upon the effectiveness of this Amendment in accordance with Section 2 hereof,
on and after the date hereof each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Credit Agreement, and each reference in the Notes and the other
Financing Documents to "the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Existing Credit Agreement, shall mean and be a
reference to the Amended Credit Agreement.

(b) Except as specifically amended above, the Credit Agreement and
all other Financing Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Bank or the Agent under any of the Financing
Documents, nor constitute a waiver of any provision of any of the Financing
Documents.

SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on
demand all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent and the Banks as to their respective rights and
responsibilities hereunder and thereunder.

SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.

SECTION 7. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
<PAGE> 6

S - 1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written,

RENAISSANCE ENERGY COMPANY

By
-------------------------------------------
Title:

THE DETROIT EDISON COMPANY,
as Guarantor

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 7

S - 2

BARCLAYS BANK PLC,
NEW YORK BRANCH,
as Agent and as Bank

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 8

S - 3

BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 9

S - 4

THE BANK OF NEW YORK

By
------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 10

S - 5

THE BANK OF NOVA SCOTIA

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 11

S - 6

BHF-BANK AKTIENGESELLSCHAFT

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 12

S - 7

THE CHASE MANHATTAN BANK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 13

S - 8

CITIBANK, N.A.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 14

S - 9

COMERICA BANK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 15

S - 10

THE FIRST NATIONAL BANK OF CHICAGO

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 16

S - 11

THE FUJI BANK, LIMITED

By
------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 17

S - 12

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 18

S - 13

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 19

S - 14

SOCIETE GENERALE

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 20

S - 15

THE SUMITOMO BANK, LTD.,
NEW YORK BRANCH

By
---------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 21

S - 16

TORONTO DOMINION (TEXAS), INC.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 22

S - 17

UNION BANK OF CALIFORNIA, N.A.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 23

S - 18

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT

<PAGE> 1
EXHIBIT 99.25

[EXECUTION COPY]

FIFTH AMENDMENT

364-DAY CREDIT AGREEMENT

FIFTH AMENDMENT (this "AMENDMENT"), dated as of August 28, 1997, to the
364-DAY CREDIT AGREEMENT dated as of September 1, 1993, as amended by the First
Amendment, dated as of August 31, 1994, certain extension letters, each dated
June 30, 1995, the Third Amendment, dated as of March 8, 1996, and the Fourth
Amendment dated as of August 29, 1996, by and among RENAISSANCE ENERGY COMPANY,
a Delaware corporation (the "BORROWER"), THE DETROIT EDISON COMPANY, a Michigan
corporation (the "GUARANTOR"), the banks referred to therein (the "BANKS"), and
BARCLAYS BANK PLC, New York Branch, as agent (the "AGENT") for the Banks (such
Credit Agreement, as heretofore amended, being hereinafter referred to as the
"EXISTING CREDIT AGREEMENT", and, as amended by this Amendment, as the "AMENDED
CREDIT AGREEMENT" or the "CREDIT AGREEMENT").

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantor, the Banks and the Agent have
previously entered into the Existing Credit Agreement; and

WHEREAS, the Borrower, the Guarantor, the Banks and the Agent now wish to
amend the Existing Credit Agreement to extend the Termination Date described
therein;

NOW THEREFORE, the Borrower, the Guarantor, the Banks and the Agent agree
as follows (capitalized terms used but not defined in this Amendment having the
meanings assigned them in the Existing Credit Agreement):

SECTION 1. AMENDMENTS TO EXISTING CREDIT AGREEMENT. (a) EXTENSION OF
TERMINATION DATE. Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Termination Date is hereby extended to August 27, 1998.

(b) AMENDMENT OF SECTION 2.15. Section 2.15 of the Existing Agreement is
hereby amended and restated to read in its entirety as follows:

<PAGE> 2

SECTION 2.15. EXTENSION OF TERMINATION DATE (a) Unless the
Termination Date shall have occurred, at least 30 but not more than 60
Days prior to the Termination Date then in effect, the Borrower, by
written notice to the Agent consented and agreed to by the Guarantor,
may request the Banks to consent to an extension of such Termination
Date to the last Business Day occurring not more than 364 days after the
Termination Date then in effect. Not earlier than 30 days preceding the
Termination Date then in effect, each Bank may, in its sole and absolute
discretion, determine whether to consent to the Borrower's request for
extension of the Termination Date and may by written notice (a "CONSENT
NOTICE") to the Agent and the Borrower delivered only after such 30th
preceding day but prior to the Termination Date as then in effect notify
the Agent and the Borrower of its determination. Failure by any Bank to
deliver a Consent Notice as aforesaid shall be deemed to be a denial of
the Borrower's request by such Bank. If the Majority Banks shall have
delivered Consent Notices, then, subject to the satisfaction of the
conditions precedent set forth in Section 3.05 and as to such consenting
Banks only, the Termination Date shall be so extended (and the Agent
shall so notify the Banks), such extension to be effective as of the
Termination Date theretofore in effect.

(b) In the event any Bank shall fail to deliver a Consent Notice in
respect of any extension requested by the Borrower pursuant to Section
2.15(a) (a "DISSENTING BANK"), the Borrower shall have the right to
arrange with an Eligible Bank or Eligible Banks acceptable to the
Borrower and the Agent to assume all or a part of such Bank's
obligations under this Agreement. If the Agent shall not arrange for a
substituted bank or banks to assume the obligations of a Dissenting
Bank, then (i) the Commitment of such Dissenting Bank shall terminate on
the Termination Date in effect immediately before such extension, (ii)
the Borrower shall repay in full on such Termination Date all Advances
by such Dissenting Bank and all other amounts payable to such Dissenting
Bank under this Agreement, and (iii) such Dissenting Bank shall not be
obligated to make any Advances the maturity date of which would be later
than such Termination Date. In such case each remaining Bank's
Commitment Percentage for the period of such extension shall be changed
so as to equal that percentage which such remaining Bank's Commitment
hereunder represents of the total Commitments of all remaining Banks who
have agreed to such extension. If the Agent shall arrange with an
Eligible Bank or Eligible Banks to assume all or part of the obligations
of any Dissenting Bank, then such Dissenting Bank and such Eligible Bank
or Eligible Banks shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and

<PAGE> 3
3

Acceptance, together with any Notes subject to such assignment.

(a) Counterparts of this Amendment executed by the Borrower, the Guarantor
and all of the Banks.

(b) Certified copies of the resolutions of the Board of Directors of the
Borrower authorizing this Amendment and of all documents evidencing other
necessary corporate action and governmental and regulatory approvals required
to be obtained by it in connection therewith, certified by the Secretary or
Assistant Secretary of the Borrower.

(c) Certified copies of the resolutions of the Board of Directors of the
Guarantor authorizing this Amendment and of all documents evidencing other
necessary corporate action and governmental and regulatory approvals required
to be obtained by it in connection therewith, certified by the Secretary or
Assistant Secretary of the Guarantor.

(d) A favorable opinion of counsel to the Borrower, to the effect set
forth in Annex I to this Amendment and as to such other matters relating to the
transactions contemplated hereby as any Bank through the Agent may reasonably
request.

(e) A favorable opinion of the General Counsel of the Guarantor, to the
effect set forth in Annex II to this Amendment and as to such other matters
relating to the transactions contemplated hereby as any Bank through the Agent
may reasonably request.

(f) Evidence satisfactory to the Agent and its counsel that the Guarantor
has extended, through the Termination Date as extended hereby, the Guarantee
set forth in Section 6.02 of the Existing Agreement.

(g) Evidence that the "Expiration Date" of the Heat Purchase Contract has
been extended to August 27, 1998 and that the "Outside Expiration Date" of the
Heat Purchase Contract has been extended to September 1, 2001.

(h) Such other instruments, opinions or documents as any Bank through

<PAGE> 4

the Agent may reasonably request.

SECTION 3. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the
Guarantor represents and warrants, as to itself only, as follows:
(a) The execution and delivery by it of this Amendment, and the
performance by it of the Amended Credit Agreement and the other Financing
Documents to which it is a party are within its corporate powers, have been
duly authorized by all necessary corporate or other similar action, and do not
and will not contravene (i) its charter or by-laws, as the case may be, or any
law or legal restriction or (ii) any contractual restriction binding on or
affecting it or its properties;

(b) This Amendment has been duly executed and delivered by it, and,
assuming the due execution and delivery by the Banks pursuant to due authority
of this Amendment, this Amendment, the Amended Credit Agreement and the other
Financing Documents to which it is a party are its legal, valid and binding
obligations, enforceable against it in accordance with their respective terms;
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally;

(c) No consent, license, order, authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution and delivery by it of this Amendment;

(d) Its representations and warranties contained in Section 4.01 (in the
case of the Borrower) or Section 4.02 (in the case of the Guarantor) of the
Existing Credit Agreement are true and correct in all material respects on and
as of the date of this Amendment, as though made on and as of such date;

(e) No event in respect of it has occurred and is continuing, which
constitutes an Event of Default or a Default; and

(f) In the case of the Guarantor: (i) the FERC Authorization is in full
force and effect and (ii) without regard to any further extension thereof, the
FERC Authorization as presently in effect is sufficient to authorize: (A) the
creation, validity and performance of the Guarantee described in Section 6.01
of the Amended Credit Agreement in respect of each Advance made on or prior to
the Termination Date, as extended by this Amendment, (B) the Guarantor to
perform its obligations under the Credit Agreement and the other Financing
Documents in respect of each such Advance and the corresponding Guarantee, and
(C) the Guarantor to extend

<PAGE> 5

through the Termination Date as extended hereby the Guarantee set forth in
Section 6.02 of the Credit Agreement and to perform its obligations thereunder.

SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) Upon the
effectiveness of this Amendment in accordance with Section 2 hereof, on and
after the date hereof each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Credit Agreement, and each reference in the Notes and the other
Financing Documents to "the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Existing Credit Agreement, shall mean and be a
reference to the Amended Credit Agreement.

(b) Except as specifically amended above, the Credit Agreement and all
other Financing Documents are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Bank or the Agent under any of the Financing Documents, nor
constitute a waiver of any provision of any of the Financing Documents.

SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Agent with respect thereto and with respect to advising the
Agent and the Banks as to their respective rights and responsibilities
hereunder and thereunder.

SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same agreement.

SECTION 7. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

<PAGE> 6

S - 1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written,

RENAISSANCE ENERGY COMPANY

By
-------------------------------------------
Title:

THE DETROIT EDISON COMPANY,
as Guarantor

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 7

S - 2

BARCLAYS BANK PLC,
NEW YORK BRANCH,
as Agent and as Bank

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 8

S - 3

BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 9

S - 4

THE BANK OF NEW YORK

By
------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 10

S - 5

THE BANK OF NOVA SCOTIA

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 11

S - 6

BHF-BANK AKTIENGESELLSCHAFT

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 12

S - 7

THE CHASE MANHATTAN BANK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 13

S - 8

CITIBANK, N.A.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 14

S - 9

COMERICA BANK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 15

S - 10

THE FIRST NATIONAL BANK OF CHICAGO

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 16

S - 11

THE FUJI BANK, LIMITED

By
------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 17

S - 12

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 18

S - 13

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 19

S - 14

SOCIETE GENERALE

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 20

S - 15

THE SUMITOMO BANK, LTD.,
NEW YORK BRANCH

By
---------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 21

S - 16

TORONTO DOMINION (TEXAS), INC.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 22

S - 17

UNION BANK OF CALIFORNIA, N.A.

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT
<PAGE> 23

S - 18

WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH

By
-------------------------------------------
Title:

SIGNATURE PAGE TO RENAISSANCE ENERGY CO. FIFTH AMENDMENT

<PAGE> 1

EXHIBIT 99.26

CONFORMED COPY

==================================================================

U.S. $100,000,000

STANDBY NOTE PURCHASE CREDIT FACILITY

DATED AS OF SEPTEMBER 12, 1997

Among

THE DETROIT EDISON COMPANY

and

THE BANKS SIGNATORY HERETO

and

THE CHASE MANHATTAN BANK,
as Administrative Agent

and

CITICORP SECURITIES, INC.
and
LEHMAN BROTHERS INC.
as Remarketing Agents

------------------------------------

CHASE SECURITIES INC.,
as Arranger

==================================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE

<S> <C> <C> <C>
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . 2

SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.02. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 1.03. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE II.
COMMITMENTS; FAILED REMARKETINGS; PURCHASED NOTES . . . . . . . . . . . . 10

SECTION 2.01. The Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.02. Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.03. Failed Remarketings; Purchases of Purchased Notes; Grant of
Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.04. Extension of Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.05. Company Mandatory and Optional Repurchase of Purchased Notes . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.06. Remarketing of Purchased Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III.
AMOUNTS AND TERMS OF THE ADVANCES. . . . . . . . . . . . . . . . . 14

SECTION 3.01. Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.02. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.03. Repayment; Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.04. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.05. Conversion of Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.06. Increased Costs; Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.07. Additional Interest on Eurodollar Rate Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.08. Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.09. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.10. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.11. Funding Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.12. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE IV.

CONDITIONS OF LENDING. . . . . . . . . . . . . . . . . . . . 21

SECTION 4.01. Condition Precedent to Initial Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.02. Conditions Precedent to Each Borrowing and Conversion . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE V.
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 5.01. Representations and Warranties of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VI.
COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 6.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 6.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VII.EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . 31

SECTION 7.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.02. Upon an Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VIII.
THE ADMINISTRATIVE AGENT . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 8.01. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.02. Administrative Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.03. The Chase Manhattan Bank and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.04. Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.06. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE IX.
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 9.01. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.02. Notices, Etc.37
SECTION 9.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.04. Costs, Expenses, Taxes and Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.06. Binding Effect; Assignments; Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.07. Eligible Bank Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
PAGE

<S> <C> <C>
SECTION 9.08. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.09. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

Schedule I - List of Domestic Lending Offices and Eurodollar Lending Offices

Exhibit A - Form of Notice of Failed Remarketing and Borrowing Request

Exhibit B - Form of Assignment and Acceptance Agreement

Exhibit C - Form of Opinion of Counsel to the Company

iii
<PAGE> 5

STANDBY NOTE
PURCHASE CREDIT FACILITY

Dated as of September 12, 1997

THE DETROIT EDISON COMPANY, a Michigan corporation (the "COMPANY"),
the banks (the "BANKS") listed on the signature pages hereof, THE CHASE
MANHATTAN BANK, as administrative agent (the "ADMINISTRATIVE AGENT") for the
Banks hereunder, and CITICORP SECURITIES, INC., and LEHMAN BROTHERS INC., each
as a Remarketing Agent (as hereinafter defined), agree as follows:

PRELIMINARY STATEMENT

The Company expects to remarket $100,000,000 aggregate principal
amount of its Multi-Mode Remarketed Secured Notes (the "NOTES") issued pursuant
to a Collateral Trust Indenture, dated as of June 30, 1993 as supplemented by a
First Supplemental Indenture, dated as of June 30, 1993, a Second Supplemental
Indenture, dated as of September 15, 1993, as amended by the First Amendment to
the Second Supplemental Indenture, dated as of August 15, 1996, a Third
Supplemental Indenture, dated as of August 15, 1994, as amended by the First
Amendment to the Third Supplemental Indenture, dated as of December 12, 1995, a
Fourth Supplemental Indenture, dated as of August 15, 1995, and a Fifth
Supplemental Indenture, dated as of February 1, 1996 (together, the "NOTE
INDENTURE"), between the Company and Bankers Trust Company, as trustee.
Pursuant to the Note Indenture, the Notes are and continue to be secured by
general and refunding mortgage bonds of the Company (the "PLEDGED BOND"), which
were issued pursuant to the Mortgage and Deed of Trust, dated as of October 1,
1924, between the Company and Bankers Trust Company, as amended and
supplemented by various supplemental indentures, including that certain
Supplemental Indenture creating the Pledged Bond, dated as of August 15, 1994
(as so amended and supplemented, and as further amended and supplemented from
time to time, the "MORTGAGE").

Pursuant to the terms and conditions of the Note Indenture, the Notes
may from time to time be tendered for purchase by the beneficial owners thereof
(each a "BENEFICIAL OWNER"), and, if so tendered, will be remarketed in
accordance with the terms and conditions of the Remarketing Agreement (as
hereinafter defined). In order to assure that adequate liquidity is available
in connection with the purchase upon tender and remarketing of the Notes, the
Company has requested that the Banks establish the credit facility provided for
hereunder for the making of Advances (as hereinafter defined) to the
Remarketing Agents under the circumstances hereinafter described. All Advances
will be utilized for the purchase of Notes which the applicable Remarketing
Agent has been unable to successfully remarket, coincident with their tender by
the holders thereof, in accordance with the terms of the Remarketing Agreement.
Any Notes the purchase of which is funded with the proceeds of Advances will be
purchased for the account of the Administrative Agent for the ratable benefit
of the Banks, and will be registered with DTC (as hereinafter defined) in the
name of the Administrative Agent or its nominee on behalf of the

<PAGE> 6
2

Banks. Such Notes shall constitute Purchased Notes (as hereinafter defined)
for all purposes of the Note Indenture, until such Notes are successfully
remarketed or repurchased by the Company and the proceeds thereof are paid to
the Administrative Agent for distribution to the Banks hereunder (all as
provided herein and in the Note Indenture). The Company will be required to
repurchase any Notes registered in the name of the Administrative Agent upon
any termination of the credit facility established hereunder.

The Banks are willing to make the Advances, and the Administrative
Agent has agreed to act as agent for the Banks, on the terms and conditions set
forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"ADVANCE" means an advance made by a Bank to any Remarketing Agent
pursuant to Article III, and refers to a Base Rate Advance or a Eurodollar Rate
Advance, each of which shall be a "TYPE" of Advance.

"AGREEMENT" means this Standby Note Purchase Credit Facility, as
amended, modified, supplemented and in effect from time to time.

"APPLICABLE LENDING OFFICE" means, with respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base Rate Advance and such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"APPLICABLE MARGIN" means 0.60% per annum.

"BASE RATE" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time which rate per annum shall at all
times be equal to the higher of:

(a) the rate of interest announced by The Chase Manhattan
Bank at its principal office in New York City from time to time as its prime
commercial lending rate; and

(b) 1/2 of one percent per annum above the Federal Funds
Effective Rate in effect from time to time.

<PAGE> 7
3

Each change in the Base Rate shall take effect simultaneously with the
corresponding change or changes in the rates described in clause (i) or clause
(ii), above.

"BASE RATE ADVANCE" means any Advance which bears interest as provided
in Section 3.04(a).

"BENEFICIAL OWNER" has the meaning specified in the Preliminary
Statement.

"BORROWING" means a borrowing under this Agreement, initially
consisting of Base Rate Advances, but which subsequently may be Converted to
Eurodollar Rate Advances. Each Borrowing shall consist of Advances made or
Converted on the same day by the Banks.

"BUSINESS DAY" means a day of the year other than a Saturday or Sunday
on which banks are not required or authorized to close in New York City and, if
the applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

"CODE" means the Internal Revenue Code of 1986 and the regulations
promulgated and rulings issued thereunder, each as amended, modified or
supplemented from time to time; or any successor legislation.

"COMMITMENT" has the meaning specified in Section 2.01.

"CONSOLIDATED NET WORTH" means the sum of the capital stock (excluding
treasury stock and capital stock subscribed for and unissued) and surplus
(including earned surplus, capital surplus and the balance of the current
profit and loss account not transferred to surplus) accounts of the Company and
its subsidiaries appearing on a consolidated balance sheet of the Company and
its subsidiaries prepared as of the date of determination in accordance with
generally accepted accounting principles consistent with those applied in the
preparation of the financial statements referred to in Section 5.01(h), after
eliminating all intercompany transactions and all amounts properly attributable
to minority interests, if any, in the stock and surplus of subsidiaries.

"CONVERSION", "CONVERT" and "CONVERTED" each refers to a conversion
of Advances of one Type into another Type of Advances, or the selection of a
new, or the renewal of the same, Interest Period for Eurodollar Rate Advances.

"DEBT" means (i) indebtedness for borrowed money or for the deferred
purchase price of property or services, (ii) obligations as lessee under leases
that have been or should be, in accordance with generally accepted accounting
principles, recorded as capital leases, (iii) obligations under direct or
indirect guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor against loss
in respect of, indebtedness or obligations of others of the kinds referred to
in clauses (i) or (ii)

<PAGE> 8
4

above, and (iv) liabilities in respect of unfunded vested benefits under plans
covered by Title IV of ERISA.

"DOMESTIC LENDING OFFICE" means, with respect to any Bank, the office
of such Bank specified as its "DOMESTIC LENDING OFFICE" opposite its name on
Schedule I hereto or in the Assignment and Acceptance (substantially in the
form of Exhibit B) pursuant to which it became a Bank, or such other office of
such Bank as such Bank may from time to time specify to the Company and the
Administrative Agent.

"DTC" means The Depository Trust Company, as depositary of the Notes,
or any successor entity acting as depositary of the Notes hereunder.

"ELIGIBLE BANK" means a commercial bank or other financial institution
engaged generally in the business of extending credit or purchasing debt
instruments; provided, however, that (i) obligations such as those hereunder of
such Person are exempt from registration under the Securities Act of 1933, as
amended, (ii) such Person shall have senior long term debt ratings by Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and
Moody's Investors Service, Inc. at least equal to those of the Company as of
the date of this Agreement, and (iii) such Person shall have combined capital
and surplus (as established in its most recent report of condition to its
primary regulator) of not less than $250,000,000 (or its equivalent in foreign
currency).

"ENVIRONMENTAL EVENT" means (i) the generation, storage, disposal,
removal, transportation or treatment of any "Hazardous Substances" (as defined
in any applicable Environmental Laws, and including asbestos and materials
containing asbestos) on any real property owned, occupied or operated by the
Company or on real property adjoining or in the vicinity of such real property,
which through soil or ground water migration could have come to be located at
or on such Property owned, occupied or operated by the Company or any Person
for whose conduct the Company is responsible (any or all of such other property
being "other affected property"); (ii) the receipt by the Company of any notice
or claim of any violation of any Environmental Law or of any action based upon
nuisance, negligence or other tort theory alleging liability on the basis of
improper generation, storage, disposal, removal, transportation or treatment of
Hazardous Substances on any Property owned, occupied or operated by the Company
or on any other affected property; or (iii) the presence or release of
Hazardous Substances at or from any Property owned, occupied or operated by the
Company or any other affected property that has resulted in contamination or
deterioration of any portion of such Property in a level of contamination
greater than the levels permitted or established by any governmental agency
having jurisdiction over the Company or any of such Property or other affected
property.

"ENVIRONMENTAL LAW" means any and all statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to
the environment or the release of any materials into the environment.

<PAGE> 9
5

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder, in each case as in effect from time to time. References to
sections of ERISA also refer to any applicable successor provisions.

"ERISA AFFILIATE" means any trade or business (whether or not
incorporated) which is a member of a group of which the Company is a member and
which is under common control within the meaning of Section 414 of the Code or
Section 4001 of ERISA.

"EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"EURODOLLAR LENDING OFFICE" means, with respect to any Bank, the
office of such Bank specified as its "EURODOLLAR LENDING OFFICE" opposite its
name on Schedule I hereto (or, if no such office is specified, its Domestic
Lending Office) or in the Assignment and Acceptance (substantially in the form
of Exhibit B) pursuant to which it became a Bank, or such other office of such
Bank as such Bank may from time to time specify to the Company and the
Administrative Agent.

"EURODOLLAR RATE" means, for any Interest Period for a Eurodollar Rate
Advance resulting from the same Borrowing, an interest rate per annum
calculated as of the first day of such Interest Period in the following manner:

(i) the Eurodollar Rate shall be the rate for deposits in
U.S. dollars for a period equal to such Interest Period that appears
on Telerate Page 3750 at approximately 11:00 A.M., London time, on the
second Business Day prior to the first day of such Interest Period, or

(ii) if no rate appears on Telerate Page 3750 on such day,
or if Telerate Page 3750 shall no longer exist, the Administrative
Agent will determine the applicable Eurodollar Rate for such Interest
Period by reference to the rate quoted by The Chase Manhattan Bank in
the London interbank market for deposits in U.S. dollars in the London
Interbank Market on the second Business Day prior to the first day of
such Interest Period for a period equal to such Interest Period;
provided, that if the Administrative Agent, in its sole discretion,
determines that it is not reasonably practicable to determine a
Eurodollar Rate for such Interest Period, then the Administrative
Agent shall not determine such a Eurodollar Rate, and the provisions
of Section 3.08 shall apply.

"EURODOLLAR RATE ADVANCE" means an Advance which bears interest as
provided in Section 3.04(b).

"EVENT OF DEFAULT" has the meaning specified in Section 7.01.

<PAGE> 10
6

A "FAILED REMARKETING" shall be deemed to have occurred on any
Interest Rate Adjustment Date (as defined in the Note Indenture) on which a
Remarketing Agent (and Standby Remarketing Agent, if any), by 12:00 noon (New
York City time), shall have failed to remarket, at a price equal to 100% of the
principal amount thereof, plus accrued interest, if any, any portion of the
Notes tendered for purchase to such Remarketing Agent by the Beneficial Owners
thereof on such date.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.

"FISCAL YEAR" means the annual accounting period adopted by the
Company.

"GOVERNING BODY" of any specified Person means the board of directors
or board of trustees of such Person or any duly authorized committee of that
board, or if there shall be no board of trustees or board of directors, then
the Person or body that pursuant to law or the organizational documents of such
Person is vested with powers similar to those vested in a board of trustees or
a board of directors, and, with respect to the Company, its Board of Directors.

"GOVERNMENTAL AUTHORITY" means any foreign governmental authority, the
United States of America, any state of the United States and any political
subdivision of any of the foregoing, and any agency, department, commission,
board, bureau or court or other judicial or administrative tribunal having
jurisdiction over the Administrative Agent, any Bank, any Remarketing Agent or
the Company, or over any Property of the Company.

"INTEREST PERIOD" means, for each Eurodollar Rate Advance resulting
from the same Borrowing, the period commencing on the date of Conversion of a
Base Rate Advance or Eurodollar Rate Advance into such Eurodollar Rate Advance
and ending on the last day of the period selected by the Company pursuant to
the provisions below. The duration of each such Interest Period shall be one,
two, three or six months, as the Company may select; provided, however, that:

(i) the duration of any Interest Period which commences
before the Termination Date and would otherwise end after the
Termination Date shall end on the Termination Date;

(ii) the duration of any Interest Period which would
otherwise end on a day later than the third Business Day following the
last day of the sixth month following the date of the Borrowing
resulting in such Eurodollar Rate Advance shall end on such day (such
date the "REQUIRED CONVERSION DATE" for such Advance);

<PAGE> 11
7

(iii) Interest Periods commencing on the same date for
Eurodollar Advances resulting from the same Borrowing shall be of the
same duration; and

(iv) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day, unless such extension would cause the last day of such
Interest Period to occur in the next following calendar month, in
which event the last day of such Interest Period shall occur on the
next preceding Business Day.

"INTEREST RATE ADJUSTMENT DATE" has the meaning specified in the Note
Indenture.

"LEGAL REQUIREMENT" means any law, statute, ordinance, decree,
requirement, order, judgment, rule or regulation (or interpretation of any of
the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority.

"LIBOR RESERVE PERCENTAGE" of any Bank for the Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such
Interest Period (or if more than one such percentage shall be so applicable,
the daily average of such percentages for those days in such Interest Period
during which any such percentage shall be so applicable) under regulations
issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Bank with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period.

"LIEN" means any mortgage, pledge, charge, encumbrance, security
interest, collateral assignment or other lien or restriction of any kind,
whether based on common law, constitutional provision, statute or contract, and
shall include reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions, leases and other title
exception (including any conditional sale or other title retention agreement,
any financing lease involving substantially the same economic effect as any of
the foregoing and filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction).

"MAJORITY BANKS" means at any time Banks holding at least 66-2/3% of
the Commitments.

"MAXIMUM RATE" means that rate of interest equal to fifteen percent
(15%) per annum or such higher rate as may be established from time to time by
the Board of Directors of the Company as the maximum rate of interest payable
by the Company hereunder.

"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA.

<PAGE> 12
8

"MULTIPLE EMPLOYER PLAN" means an employee benefit plan, other than a
Multiemployer Plan, subject to Title IV of ERISA to which the Company or any
ERISA Affiliate, and one or more employers other than the Company or an ERISA
Affiliate, is making or accruing an obligation to make contributions or, in the
event that any such plan has terminated, to which the Company or any ERISA
Affiliate made or accrued an obligation to make contributions during any of the
five plan years preceding the date of termination of such plan.

"NOTE" means any 1994 Series C Note Due 2034, issued by the Company
pursuant to the Note Indenture, and initially sold by, to or through Morgan
Stanley & Co. Incorporated or Lehman Brothers Inc.

"NOTE INDENTURE" has the meaning specified in the Preliminary
Statement.

"NOTICE OF FAILED REMARKETING AND BORROWING REQUEST" has the meaning specified
in Section 3.01.

"OFFICER'S CERTIFICATE" means a certificate signed by the Chairman of
the Board, the President, any Vice President, the Treasurer, Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company and delivered
to the Administrative Agent for the benefit of the Banks.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

"PERCENTAGE" means, for any Bank on any date of determination, the
percentage obtained by dividing such Bank's Commitment on such date by the
total of the Commitments on such date, and multiplying the quotient so obtained
by 100%.

"PERSON" means an individual or a corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, government (or an agency or political subdivision thereof) or any
entity of any kind.

"PLAN" means an employee benefit plan (other than a Multiemployer
Plan) maintained for employees of the Company or any ERISA Affiliate and
covered by Title IV of ERISA.

"PLAN TERMINATION EVENT" means (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder (other than a
Reportable Event not subject to the provision for 30-day notice to the PBGC
under such regulations), or (ii) the withdrawal of the Company or any ERISA
Affiliate from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the institution of proceedings
to terminate a Plan by the PBGC, or (v) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.

<PAGE> 13
9

"PLEDGED BOND" has the meaning specified in the Preliminary Statement.

"PROPERTY" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

"PROSPECTUS" means the Prospectus relating to the Notes, dated August
17, 1994, as supplemented by the Prospectus Supplements, dated August 17, 1994
and December 19, 1995, and as further amended, supplemented or otherwise
modified from time to time, together with the documents incorporated therein by
reference.

"PURCHASED NOTE" means any Note purchased by any Remarketing Agent
with the proceeds of an Advance.

"RELATED DOCUMENTS" means this Agreement, the Note Indenture, the
Notes, the Remarketing Agreement, the Mortgage, and any other agreement or
instrument relating hereto or thereto.

"REMARKETING AGENT" means each Person serving in the capacity of
Remarketing Agent pursuant to the Remarketing Agreement (including, without
limitation, any Standby Remarketing Agent), which initially shall be Citicorp
Securities, Inc. and Lehman Brothers Inc., and each such Person's successors
and assigns.

"REMARKETING AGREEMENT" means the Remarketing Agreement, dated as of
September 15, 1997, as amended, supplemented or otherwise modified from time to
time, among the Company, Citicorp Securities, Inc. and Lehman Brothers Inc.,
and any similar such agreement by the Company with any successor Remarketing
Agent.

"REQUIRED CONVERSION DATE" has the meaning specified in the definition
of "Interest Period" set forth in this Section 1.01.

"SECURITIES LAWS" means all Federal and state laws applicable to the
sale of Notes or other securities, including, without limitation, the
Securities Act of 1933, as amended, and all rules, regulations and
administrative interpretations thereof; provided, however, that the term
"Securities Laws" does not include the Glass-Steagall Act of 1933, as amended,
or any rules, regulations or administrative interpretations thereof.

"SENIOR SECURED INDEBTEDNESS" of the Company means mortgage bonds of
the Company issued under the Mortgage or, if at any relevant time no such
mortgage bonds shall be outstanding, senior debt of the Company outstanding at
such time carrying the highest applicable ratings assigned by any nationally
recognized rating organizations in the United States to any senior debt of the
Company at such time.

<PAGE> 14
10

"STANDBY REMARKETING AGENT" means any Person designated as a Standby
Remarketing Agent by the Company or otherwise serving in such capacity pursuant
to the Remarketing Agreement.

"TELERATE PAGE 3750" means the display designated as "Page 3750" on
the Telerate System Incorporated Service (or such other page as may replace
such page on such service for the purpose of displaying the rates at which U.S.
dollar deposits are offered by leading banks in the London interbank deposit
market).

"TERMINATION DATE" means the earlier to occur of September 11, 1998,
as such date may be extended pursuant to Section 2.04, and the date of
termination in whole of the Commitments pursuant to Section 2.02(b) or 7.02.

"UNREMARKETED NOTES" means any Notes tendered for remarketing, but not
successfully remarketed, in connection with the occurrence of a Failed
Remarketing.

SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied, except as otherwise stated
or defined herein. All accounting terms shall be construed taking into account
changes in generally accepted accounting principles mandated by the Financial
Accounting Standards Board or any similar accounting authority of comparable
standing.

ARTICLE II

COMMITMENTS; FAILED REMARKETINGS; PURCHASED NOTES

SECTION 2.01. THE COMMITMENTS. Each Bank severally agrees, on the
terms and conditions hereinafter set forth, to make Advances for the account of
the Company to one or more applicable Remarketing Agents for the purchase of
Unremarketed Notes, as provided herein, from time to time on any Interest Rate
Adjustment Date (as defined in the Note Indenture) during the period from the
date hereof until the Termination Date in an aggregate amount that, when added
to the aggregate outstanding principal amount of all Advances theretofore made
by such Bank and the principal amount of all Purchased Notes then outstanding
to such Bank, shall not exceed at any time outstanding the amount set opposite
such Bank's name on Schedule I hereto, as such amount may be reduced pursuant
to Section 2.02 (such Bank's "COMMITMENT"). Each Borrowing shall consist of
Advances made or Converted on the same day by the Banks ratably according to
their respective Commitments.

<PAGE> 15
11

SECTION 2.02. REDUCTION OF THE COMMITMENTS. (a) The Company may,
upon at least five Business Days' notice to the Administrative Agent, terminate
in whole or reduce ratably in part the unused portions of the respective
Commitments of the Banks; provided, however, that any such partial reduction
shall be in the aggregate amount of $5,000,000, or an integral multiple of
$1,000,000 in excess thereof. Commitments terminated or reduced by the Company
hereunder may not be reinstated.

(b) The Administrative Agent shall promptly notify the Banks upon
receipt of any notification from the Company of one or more amendments to or
modifications of any Related Documents. Within ten Business Days following
receipt by the Banks of any such notification from the Administrative Agent,
the Majority Banks may elect, upon 30 days' prior notice to the Company, to
terminate in whole or reduce ratably in part their Commitments; provided,
however, that any such partial reduction shall be in the aggregate amount of
$5,000,000, or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.03. FAILED REMARKETINGS; PURCHASES OF PURCHASED NOTES;
GRANT OF AUTHORITY. (a) The Company hereby irrevocably authorizes and directs
each Remarketing Agent to (i) notify the Administrative Agent and the Company
by 12:00 noon (New York City time) upon the occurrence of any Failed
Remarketing involving Unremarketed Notes tendered to that Remarketing Agent,
and (ii) request and receive the proceeds of Advances made by the Banks
hereunder, and apply such proceeds for the purpose of purchasing such
Unremarketed Notes at a price equal to 100% of the outstanding principal amount
thereof. The authorization of each Remarketing Agent by the Company pursuant
to this subsection is coupled with an interest and is irrevocable.

(b) Upon (and only upon) receipt by the Trustee of (i) the
proceeds of Advances and (ii) all accrued and unpaid interest, if any, due from
the Company with respect to Unremarketed Notes subject to a Failed Remarketing,
the applicable Remarketing Agent, in accordance with the terms and conditions
of the Remarketing Agreement, will (A) make or cause the Trustee to make
payment to the DTC Participant (as defined in the Note Indenture) of each
tendering Beneficial Owner of such Unremarketed Notes, by book entry through
DTC against delivery of such Beneficial Owner's tendered Notes, of the purchase
price of such tendered Notes, and (B) arrange or cause the Trustee to arrange
for the crediting through DTC for the account of the Administrative Agent (or
such other account or accounts at DTC as the Administrative Agent may direct)
of such Unremarketed Notes, which shall be registered in the name of the
Administrative Agent or its nominee for the ratable benefit of the Banks, and
which shall be Purchased Notes in accordance with the terms of this Agreement
and the Note Indenture.

SECTION 2.04. EXTENSION OF TERMINATION DATE. Unless the Commitments
shall have been terminated in whole or an Event of Default or an event which,
with the giving of notice or the passage of time, or both, would constitute an
Event of Default shall have occurred and then be continuing, at least 30 days
but not more than 60 days prior to the then-effective Termination Date, the
Company, by written notice to the Administrative Agent, may request the Banks
to

<PAGE> 16
12

consent to an extension of the Termination Date to the last Business Day
occurring not more than 364 days after the Termination Date then in effect.
Each Bank may, in its sole and absolute discretion, determine whether to
consent to such request and shall notify the Administrative Agent of its
determination not earlier than 30 days prior to the then-effective Termination
Date. Failure by any Bank to respond by the tenth day prior to the
then-effective Termination Date shall be deemed to be a denial of the Company's
request by such Bank. If such request shall have been consented to by all of
the Banks, the Administrative Agent shall notify the Company in writing of such
Banks' unanimous consent, and such extension shall become effective upon the
then-effective Termination Date if the Company shall have delivered (on or
prior to the then- effective Termination Date) to the Administrative Agent and
each Bank, a certificate, dated on or as of the then-effective Termination
Date, of a duly authorized officer of the Company as to the accuracy, both
before and after giving effect to such proposed extension, of the
representations and warranties set forth in Section 5.01, and as to the
absence, both before and after giving effect to such proposed extension, of any
Event of Default or event which with the giving of notice of or the passage of
time, or both, would constitute an Event of Default.

SECTION 2.05. COMPANY MANDATORY AND OPTIONAL REPURCHASE OF PURCHASED
NOTES.

(a) On the Termination Date, whether scheduled or resulting from
the termination in whole of the Commitments pursuant to Section 2.02(b) or
7.02, and on any date on which the interest rate applicable to any Advance
would exceed the Maximum Rate pursuant to Section 3.04, the Company shall be
required to purchase all outstanding Purchased Notes from the Banks; provided,
however, if and for so long as (i) no Event of Default shall have occurred and
be continuing and (ii) the interest rate applicable to any Advance shall not
have exceeded the Maximum Rate, the Company may, by written notice delivered to
the Administrative Agent no less than 5 Business Days prior to the Termination
Date (which notice shall be promptly provided to each Bank by the
Administrative Agent), extend, for a period of up to one year following the
date of any Borrowing resulting in the purchase of Purchased Notes, the date
for the performance of its obligation to purchase such Purchased Notes from the
Banks under this subsection (a).

(b) The Company may, at its option, purchase all outstanding
Purchased Notes from the Banks at any time prior to being required to do so
pursuant to clause (a) of this Section 2.05 upon written notice to the
Administrative Agent not less than three (3) Business Days prior to the date of
such purchase; provided, however, that no Bank shall be required to tender any
Purchased Note to the Company for any such purchase unless (i) in the opinion
of such Bank in its sole and absolute discretion, (A) such tender and purchase
would not violate any material law, rule or regulation applicable to such Bank
at the time of such tender and purchase and (B) such tender and purchase of
such Purchased Notes will not violate any Securities Laws in effect at such
time, and (ii) such Bank shall have received, in form and substance
satisfactory to such Bank in its sole and absolute discretion, an opinion of
counsel to the Company that all necessary actions shall have been taken in
order that such tender and purchase will be in compliance with all applicable
Securities Laws in effect at such time, and as to such other matters as such
Bank may reasonably request.

<PAGE> 17
13

(c) Any purchase by the Company of Purchased Notes from the Banks
pursuant to this Section 2.05 shall be made without recourse to or warranty
from the Banks, for a price equal to 100% of the outstanding principal amount
thereof plus (i) all accrued and unpaid interest, if any, thereon and (ii) any
payment required to be made pursuant to Section 3.11. The payment of the
purchase price for the Purchased Notes by the Company shall not be contingent
on any receipt by the Company of the proceeds of any subsequent remarketing of
such Purchased Notes. Such price shall be paid by crediting the account of the
Administrative Agent at DTC (or such other account or accounts at DTC as the
Administrative Agent may direct) with immediately available funds, in return
for which the Administrative Agent or its nominee will instruct DTC to credit
the account of the Company at DTC (or such other account or accounts at DTC as
the Company may direct) with the Purchased Notes.

SECTION 2.06. REMARKETING OF PURCHASED NOTES. Notwithstanding any
provision of this Agreement, any Related Document, or any other agreement or
instrument whatsoever to the contrary, no Bank shall be required to tender any
Purchased Note to any Remarketing Agent for remarketing (and no Purchased Note
shall be deemed to have been tendered to a Remarketing Agent for remarketing
pursuant to the provisions of such Purchased Note or otherwise) unless, (i) in
the opinion of such Bank in its sole and absolute discretion, (A) such tender
and remarketing would not violate any material law, rule or regulation
applicable to such Bank at the time of such tender and remarketing and (B) such
tender and remarketing will not violate any Securities Laws in effect at such
time, and (ii) such Bank shall have received, in form and substance
satisfactory to such Bank in its sole and absolute discretion, an opinion of
counsel to the Company that all necessary actions shall have been taken in
order that such tender and remarketing will be in compliance with all
applicable Securities Laws as in effect at such time and as to such other
matters as such Bank may reasonably request. Each Bank shall promptly notify
the Company and each Remarketing Agent upon its receipt in accordance with the
preceding sentence of the required legal opinion. The Company hereby agrees
(1) to indemnify each Bank, its shareholders, affiliates, officers, directors,
employees and agents from and against any and all claims, damages, losses,
liabilities and expenses that may be incurred by or asserted against any of
such parties with respect to any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in any offering document filed with the Securities and Exchange
Commission or otherwise used in connection with the remarketing of Purchased
Notes tendered by such Bank to the applicable Remarketing Agents and (2) in the
event that the foregoing indemnification shall be unavailable under applicable
Securities Laws, that the Company and such Bank shall each contribute to the
satisfaction of any such claims, damages, losses, liabilities and expenses in
proportion to their relative benefits received from the offering of the Notes
(provided, that the relative benefits from any remarketing shall be deemed to
be such that such Bank shall be responsible for that portion of the aggregate
claims, damages, losses, liabilities and expenses represented by the ratio of
the interest earned by such Bank on Purchased Notes included in such
remarketing to the aggregate principal amount of all Notes outstanding at the
time of such remarketing, and the Company shall be responsible for the
balance). Nothing in this Section 2.06 shall in any way impair the Company's
obligations to repurchase Purchased Notes pursuant to

<PAGE> 18
14

Section 2.05(a), above. The Company's indemnification obligations under this
Section 2.06 shall survive the repayment of all amounts owing to the
Administrative Agent and the Banks under the Related Documents and the
termination of the Commitments.

ARTICLE III

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 3.01. MAKING THE ADVANCES. (a) Each Borrowing shall consist
solely of Base Rate Advances and shall be made on notice, given not later than
12:00 noon (New York City time) on the Interest Rate Adjustment Date of the
proposed Borrowing, by the applicable Remarketing Agent to the Administrative
Agent (with a copy to the Company), which shall give to each Bank prompt notice
thereof by telephone or telecopier, telex or cable. Each such notice (a
"NOTICE OF FAILED REMARKETING AND BORROWING REQUEST") shall be by telephone or
telecopier, confirmed in writing, in substantially the form of Exhibit A
hereto, and shall (i) specify the principal amount of Unremarketed Notes
tendered to the applicable Remarketing Agent in the Failed Remarketing, (ii)
confirm that the applicable Remarketing Agent has received, or has informed the
Company of its need to receive, from the Company all accrued and unpaid
interest on such Unremarketed Notes, and (iii) identify the requested date and
aggregate amount of the requested Borrowing. Each Bank shall, before 2:00 P.M.
(New York City time) on the date of such Borrowing, make available for the
account of its Domestic Lending Office to the Administrative Agent at its
address referred to in Section 9.02, in same day funds, such Bank's ratable
portion of such Borrowing. Subject to the fulfillment of the applicable
conditions set forth in Article IV, promptly following receipt of such funds by
the Administrative Agent, but no later than 3:00 p.m. (New York City time) on
the date of such Borrowing, the Administrative Agent will transfer, in
same-day funds, such funds to such account as may from time to time be
identified in a notice delivered by the Trustee to the Administrative Agent
(with copies of such notice to the Borrower and the Remarketing Agents).

(b) Unless the Administrative Agent shall have received notice
from a Bank prior to the date of any Borrowing that such Bank will not make
available to the Administrative Agent such Bank's ratable portion of such
Borrowing, the Administrative Agent may assume that such Bank has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 3.01 and the Administrative
Agent may, in reliance upon such assumption, make available to the applicable
Remarketing Agent on such date a corresponding amount. If and to the extent
that such Bank shall not have so made such ratable portion available to the
Administrative Agent, such Bank and the Company severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the applicable Remarketing Agent until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the Company, the interest rate
applicable at the time to the Purchased Notes purchased with the proceeds of
the Advances comprising such Borrowing (or, if no Purchased Notes were
<PAGE> 19
15

purchased with such proceeds, the interest rate applicable at the time to
Advances comprising such Borrowing), and (ii) in the case of such Bank, the
Federal Funds Effective Rate. If such Bank shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Advance as part of such Borrowing for purposes of this Agreement.

(c) The failure of any Bank to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Bank
shall be responsible for the failure of any other Bank to make the Advance to
be made by such other Bank on the date of any Borrowing.

SECTION 3.02. FEES. (a) The Company agrees to pay to the
Administrative Agent for the account of each Bank a commitment fee on the
average daily unused portion of such Bank's Commitment from the date hereof, in
the case of each Bank listed on the signature pages hereto, and from the
effective date specified in the Assignment and Acceptance substantially in the
form of Exhibit B hereto pursuant to which it became a Bank pursuant to Section
9.06 hereof, in the case of any other Bank, until the Termination Date, payable
on the last day of each March, June, September and December during the term of
such Bank's Commitment, commencing December 31, 1997, and on the Termination
Date, at the rate of 0.10% per annum.

(b) The Company agrees to pay the Administrative Agent, for its
own account, such fees at such times and in such amounts as agreed upon in a
letter agreement between the Company and the Administrative Agent (or as
otherwise agreed in writing by the Company and the Administrative Agent from
time to time). The fees described in this Section 3.02(b) shall not be
refundable under any circumstances.

SECTION 3.03. REPAYMENT; PREPAYMENTS. (a) The Company shall repay
the unpaid principal amount of each Advance made by each Bank in accordance
with the terms of the Purchased Notes acquired with the proceeds of such
Advance. The purchase of a Purchased Note with the proceeds of any Advance,
coupled with the crediting through DTC for the account of the Administrative
Agent or its nominee of such Purchased Note, shall, for all purposes, be deemed
to constitute repayment of the principal amount of such Advance.

(b) In the event that Purchased Notes are not, for any reason,
purchased with the proceeds of any Advance and credited through DTC for the
account of the Administrative Agent or its nominee, such Advance shall become
immediately due and payable by the Company hereunder, together with interest
thereon, as hereinafter provided.

(c) If and to the extent that the aggregate principal amount of
Advances owed to the Banks on any date shall exceed the aggregate amount of the
Commitments on such date, the Company shall prepay on such date, either
directly or by effecting purchases of Purchased Notes, an amount at least equal
to such excess.

<PAGE> 20
16

SECTION 3.04. INTEREST. The Company shall pay interest on the unpaid
principal amount of each Advance made by each Bank from the date of such
Advance until such principal amount shall be paid in full, at the following
interest rates per annum:

(a) BASE RATE ADVANCES. If such Advance is a Base Rate Advance
(including, without limitation, a Base Rate Advance Converted from a Eurodollar
Rate Advance), a rate per annum equal at all times to the Base Rate in effect
from time to time. Such interest shall be payable by the Company on the last
day of each March, June, September and December (or on such other dates as the
Company and the Banks may agree from time to time), commencing on the first
such date to occur following the date hereof as the case may be, and shall be
payable on the Termination Date, any date of Conversion of such Base Rate
Advance into a Eurodollar Rate Advance and, as provided in subsection (d),
below, on any other date on which the Purchased Notes purchased with such
Advance shall be remarketed by a Remarketing Agent.

(b) EURODOLLAR RATE ADVANCES. If such Advance is a Eurodollar
Rate Advance, a rate per annum equal at all times during the Interest Period
for such Eurodollar Rate Advance to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable Margin, payable on the last day of such
Interest Period (and, in the case of any Interest Period of six months, on the
last day of the third month of such Interest Period).

(c) OVERDUE PRINCIPAL PAYMENTS. Notwithstanding the foregoing,
any amount of principal of any Advance which is not paid when due (whether at
stated maturity, by acceleration or otherwise) shall bear interest, from the
date on which such amount is due until such amount is paid in full, payable on
demand, at a rate per annum equal at all times to the greater of (i) 2.0% per
annum above the Base Rate in effect from time to time and (ii) 2.0% per annum
above the rate per annum required to be paid on such Advance immediately prior
to the date on which such amount became due; provided, however, that at no time
shall the interest rate per annum applicable to the Advances exceed the Maximum
Rate. The Company promptly shall repurchase Purchased Notes purchased with any
Advance pursuant to Section 2.05(a) if the interest rate applicable to such
Advance would exceed the Maximum Rate but for the prohibition contained in the
preceding sentence.

(d) INTEREST PAYMENTS ON PURCHASED NOTES. This Agreement
constitutes the entire agreement of the Company and the Banks with respect to
the interest rates and interest payment terms applicable to any Purchased
Notes. All payments of interest by the Company with respect to and in
accordance with the terms of any Purchased Note and this Agreement shall, for
all purposes, satisfy the obligations of the Company to pay such interest on
the unpaid principal amount of the Advance which was utilized by the applicable
Remarketing Agent to purchase such Purchased Note. The Company shall pay all
accrued and unpaid interest on the unpaid principal amount of each Purchased
Note prior to any remarketing thereof by a Remarketing Agent.

SECTION 3.05. CONVERSION OF ADVANCES. (a) Subject to subsections (c)
and (d), below, the Company may on any Business Day, upon notice given to the
Administrative Agent not later

<PAGE> 21
17

than 11:00 A.M. (New York City time) on the third Business Day prior to the
date of the proposed Conversion and subject to the provisions of Sections 3.08,
3.12 and 4.02, Convert all Advances of one Type resulting from the same
Borrowing into Advances of another Type or, in the case of Eurodollar Rate
Advances, select a new or renew the same Interest Period for such Eurodollar
Rate Advances; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made on, and only on, the last day of
an Interest Period for such Eurodollar Rate Advances. Each such notice of a
Conversion shall specify (i) the date of such Conversion, (ii) the Advances to
be Converted, and (iii) if such Conversion is into, or with respect to,
Eurodollar Rate Advances, the duration of the Interest Period for such
Eurodollar Rate Advances.

(b) If the Company shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "INTEREST PERIOD" in Section 1.01 and
subsection (a) above, the Administrative Agent will forthwith so notify the
Company and the Banks and such Advances will automatically, on the last day of
the then existing Interest Period therefor, Convert into Base Rate Advances.

(c) Any Eurodollar Rate Advance outstanding on the Required
Conversion Date for such Eurodollar Rate Advance shall be Converted to a Base
Rate Advance on such day; provided, however, that if such Conversion would
result in a reduction of the interest rate per annum payable by the Company
with respect to such Advance, the Company and the Banks shall negotiate a
substitute interest rate to apply to such Eurodollar Rate Advance following
such Conversion to a Base Rate Advance to their mutual satisfaction (which
substitute interest rate shall be an all-in rate not lower than the rate
applicable to such Eurodollar Rate Advance immediately prior to such
substitution).

(d) No Base Rate Advance shall be Converted to a Eurodollar Rate
Advance following the Required Conversion Date with respect thereto.

SECTION 3.06. INCREASED COSTS; CAPITAL ADEQUACY. (a) In the event
that after the date hereof the implementation of or any change in any law or
regulation, or any guideline or directive (whether or not having the force of
law) or the interpretation or administration thereof, in each case by any
court, central bank or administrative or governmental authority charged with
the administration thereof shall:

(i) subject any Bank to any tax of any kind with respect
to this Agreement or its Advances or the transactions contemplated
hereby or shall change the basis of taxation of such Bank (other than
a change in the rate of tax on the overall net income of such Bank);
or

(ii) impose, modify or deem applicable any reserve,
special deposit, capital adequacy or similar requirement (other than,
in the case of Eurodollar Rate Advances, any

<PAGE> 22
18

change by way of imposition or increase of reserve requirements,
included in the LIBOR Reserve Percentage); or

(iii) impose on such Bank any other condition;

and as a result of any of the foregoing, in the sole opinion of such Bank,
there shall be any increase in the cost to any Bank of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances, then the Company shall
from time to time, upon demand by such Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Bank additional amounts sufficient to compensate such Bank for such increased
cost. A certificate as to the amount of such increased cost, submitted to the
Company and the Administrative Agent by such Bank, shall be conclusive and
binding for all purposes, absent manifest error.

(b) In the event that the application of any existing law, rule,
regulation or the interpretation thereof by any court, central bank or
governmental authority or any adoption of or change in any applicable law, rule
or regulation or the interpretation thereof by any court or governmental
authority or the compliance by any Bank with any request, guideline, order or
directive of any court, central bank or governmental authority, in each case
whether or not having the force of law, or the introduction of any such new
laws, rules or regulations (including, without limitation, the issuance of any
final rule, regulation or guideline) shall impose, modify or deem applicable
capital adequacy or similar requirements respecting assets (funded or
contingent), of, or credit extended by or commitments to extend credit by, any
Bank, or otherwise deem applicable to the obligations of any Bank under this
Agreement, capital adequacy or similar requirements, and the net result of any
of the foregoing is to reduce the rate of return on such Bank's capital as a
consequence of its obligations hereunder to a level below that which such Bank
would have received but for the imposition of such requirement (taking into
consideration such Bank's capital adequacy policies), then the Company shall
from time to time upon the demand by such Bank (with a copy of such demand to
the Administrative Agent), pay to the Administrative Agent for the account of
such Bank additional amounts to compensate such Bank for such reduced rate of
return. A certificate as to the calculation of such additional amounts
submitted by such Bank to the Company and the Administrative Agent shall be
conclusive and binding for all purposes absent manifest error.

SECTION 3.07. ADDITIONAL INTEREST ON EURODOLLAR RATE ADVANCES. The
Company shall pay to each Bank, so long as such Bank shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Bank, from the date of such Advance until
such principal amount is paid in full, at an interest rate per annum equal at
all times to the difference obtained by subtracting (i) the Eurodollar Rate for
the Interest Period for such Eurodollar Rate Advance, from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the LIBOR Reserve Percentage of such Bank for such Interest Period or such
term,

<PAGE> 23
19

as the case may be, payable on each date on which interest is payable on such
Advance. Such additional interest shall be determined by such Bank and
notified to the Company through the Administrative Agent.

SECTION 3.08. INTEREST RATE DETERMINATION. The Administrative Agent
shall determine the Eurodollar Rate from time to time in accordance with the
provisions of this Agreement. If, for any reason, the Administrative Agent in
its sole discretion determines that it is unable to so determine the Eurodollar
Rate, the right of the Company to select Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Company and the Banks
that the circumstances causing such suspension no longer exist, and such
Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance.

SECTION 3.09. PAYMENTS AND COMPUTATIONS. (a) The Company shall make
each payment hereunder not later than 11:00 A.M. (New York City time) on the
day when due in U.S. dollars to the Administrative Agent at its address
referred to in Section 9.02 in same day funds. Upon receipt of any payments of
principal, interest, commitment fees or other amounts payable hereunder or
under the Purchased Notes, the Administrative Agent will promptly cause to be
distributed like funds relating to such payments ratably (other than amounts
payable pursuant to Section 3.06) to the Banks for the account of their
respective Applicable Lending Offices, and like funds relating to the payment
of any other amount payable to any Bank to such Bank, for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement.

(b) All computations of interest based on the Base Rate, and all
computations of commitment fees, shall be made by the Administrative Agent on
the basis of a year of 365 or 366 days, as the case may be, and all
computations of interest based on the Eurodollar Rate shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or commitment fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

(d) Unless the Administrative Agent shall have received notice
from the Company prior to the date on which any payment is due to the Banks
hereunder or under the Purchased Notes that the Company will not make such
payment in full, the Administrative Agent may assume that the

<PAGE> 24
20

Company has made such payment in full to the Administrative Agent on such date
and the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then
due such Bank. If and to the extent the Company shall not have so made such
payment in full to the Administrative Agent, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Effective Rate.

SECTION 3.10. SHARING OF PAYMENTS, ETC. If any Bank shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances made by it or the Purchased
Notes held for its benefit (other than pursuant to Section 3.06 or 3.07) in
excess of its ratable share of payments on account of the Advances or the
Purchased Notes obtained by all the Banks, such Bank shall forthwith purchase
from the other Banks such participations in the Advances made by them and the
Purchased Notes held for their benefit as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank
shall be rescinded and such Bank shall repay to the purchasing Bank the
purchase price to the extent of such recovery together with an amount equal to
such Bank's ratable share (according to the proportion of (i) the amount of
such Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company
agrees that any Bank so purchasing a participation from another Bank pursuant
to this Section 3.10 may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation.

SECTION 3.11. FUNDING INDEMNITY. The Company agrees to indemnify and
hold harmless the Administrative Agent and the Banks from any loss or expense
which they or any of them may sustain or incur as a result of:

(a) the repayment or prepayment of any Eurodollar Rate
Advance in whole or in part other than on the last day of the Interest
Period applicable thereto; or

(b) the failure of the Company to pay the principal of or
interest on any Advance when due (whether at stated maturity, upon
acceleration or otherwise); or

(c) the failure of the Company to Convert any Base Rate
Advance on the date specified for such Conversion in a notice
delivered to the Administrative Agent by the Company pursuant to
Section 3.05(a);

<PAGE> 25
21

including but not limited to any such loss or expense arising from interest,
fees or other amounts payable by the Administrative Agent or any of the Banks
to lenders of funds obtained by them in order to make and maintain the Advances
hereunder.

SECTION 3.12. ILLEGALITY. Notwithstanding any other provision of
this Agreement, if any Bank shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Bank or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (i) all Eurodollar Rate
Advances shall be Converted into Base Rate Advances and (ii) the obligation of
the Banks to make, or to Convert Base Rate Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Company and the Banks that the circumstances causing such suspension no longer
exist.

ARTICLE IV

CONDITIONS OF LENDING

SECTION 4.01. CONDITION PRECEDENT TO INITIAL ADVANCES. The
obligation of each Bank to make its initial Advance is subject to the condition
precedent that the Administrative Agent shall have received, on or before the
date hereof, the following, each dated such date (except as otherwise provided
herein), in form and substance satisfactory to the Administrative Agent and in
sufficient copies for each Bank:

(a) Counterparts of this Agreement, duly executed and delivered by
the Company, the Administrative Agent, the Banks listed on the signature pages
hereto and each Remarketing Agent.

(b) Certified copies of the resolutions of the Board of Directors
of the Company approving the Related Documents, and of all documents evidencing
other necessary corporate action and governmental approvals, if any, with
respect to the Related Documents and the transactions contemplated thereby.

(c) A certificate of the Secretary or an Assistant Secretary of
the Company certifying the names and true signatures of the officers of the
Company authorized to sign each Related Document and the other documents to be
delivered hereunder.

(d) Copies of the Certificate of Incorporation and by-laws of the
Company, together with all amendments thereto, certified by the Secretary or an
Assistant Secretary of the Company.

(e) An executed copy (or a duplicate copy thereof certified by the
Company in a manner satisfactory to the Administrative Agent to be a true and
correct copy) of the Remarketing Agreement, duly executed by the Company and
each Remarketing Agent.
<PAGE> 26
22

(f) An executed copy (or a duplicate copy thereof certified by the
Company in a manner satisfactory to the Administrative Agent to be a true and
correct copy) of the Note Indenture (including the Third Supplemental Indenture
thereto), duly executed by the Company and the trustee thereunder.

(g) An executed copy (or a duplicate copy thereof certified by the
Company in a manner satisfactory to the Administrative Agent to be a true and
correct copy) of the Mortgage (including the Supplemental Indenture dated as of
August 15, 1994 thereto), duly executed by the Company and the trustee
thereunder.

(h) A certified copy of the order of the Michigan Public Service
Commission (the "MPSC ORDER") authorizing the issuance and sale of the Notes
and the issuance and sale of the general and refunding mortgage bond under the
Mortgage as security for the obligations of the Company under the Indenture.

(i) A favorable opinion of the Company's General Counsel,
substantially in the form of Exhibit C hereto and as to such other matters as
any Bank through the Administrative Agent may reasonably request.

(j) Copies of the Prospectus used in connection with the offering
and remarketing of the Notes as in effect on such date, including any
amendments or supplements thereto.

(k) Such other approvals, opinions and documents as the Majority
Banks, through the Administrative Agent, may reasonably request as to the
legality, validity, binding effect or enforceability of this Agreement or any
Related Document or the financial condition, properties, operations or
prospects of the Company.

SECTION 4.02. CONDITIONS PRECEDENT TO EACH BORROWING AND CONVERSION.
The obligation of each Bank to make an Advance on the occasion of each
Borrowing (including the initial Borrowing), and the obligation of each Bank to
make each Conversion on the occasion thereof, shall be subject to the further
conditions precedent that on the date of such Borrowing or Conversion:

(a) the following statements shall be true (and each of the giving
of the applicable Notice of Failed Remarketing and Borrowing Request and the
making of such Advance, or the making of such Conversion, without prior
correction by the Company, shall constitute a representation and warranty by
the Company that, on the date of such Borrowing or Conversion, such statements
are true):

(i) The representations and warranties contained in
Section 5.01 of this Agreement (excluding subsections (e) and (h)
thereof) are correct on and as of the date of such Borrowing or
Conversion, as the case may be, before and after giving effect to such

<PAGE> 27
23

Borrowing and the application of the proceeds therefrom, or to such
Conversion, as the case may be, as though made on and as of such date,
and

(ii) No event has occurred and is continuing, or would
result from such Borrowing or from the application of the proceeds
therefrom, or from such Conversion, as the case may be, which
constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both;

(b) the Administrative Agent shall have received a Notice of
Failed Remarketing and Borrowing Request, signed by a duly authorized officer
of the applicable Remarketing Agent, dated the date of such Borrowing, or the
appropriate notice of Conversion delivered by the Company pursuant to Section
3.05(a), with respect to such Conversion; and

(c) the Administrative Agent shall have received such other
approvals, opinions or documents relating to the satisfaction of foregoing
conditions as any Bank through the Administrative Agent may reasonably request.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants as follows:

(a) The Company is a corporation duly formed, validly existing and
in good standing under the laws of the State of Michigan. There is no other
jurisdiction where the conduct of its business or the ownership of its Property
requires the Company to qualify to do business. The Company has all requisite
power and authority to conduct its business, to own its Properties, and to
execute and deliver and perform all of its obligations under this Agreement and
each of the other Related Documents to which it is a party.

(b) The execution, delivery and performance by the Company of this
Agreement and the other Related Documents to which it is a party have been duly
authorized by all necessary corporate action, and do not, and will not,
contravene (i) any provision of the charter or by- laws of the Company, (ii)
law, or (iii) any contractual restriction binding on or affecting the Company,
and do not result in or require the creation of any Lien (except pursuant to,
or as contemplated by, this Agreement, the Note Indenture or the Mortgage) upon
or with respect to any of its Properties.

(c) No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the due
execution, delivery and performance by the Company of this Agreement or any
other Related Document to which the Company is a party,

<PAGE> 28
24

except the MPSC Order, which has been duly obtained and is in full force and
effect, and such other authorizations, approvals, actions and notices as have
been duly obtained or made and are in full force and effect.

(d) This Agreement is, and each of the other Related Documents to
which the Company is a party when delivered hereunder will be, legal, valid and
binding obligations of the Company enforceable against the Company in
accordance with their respective terms.

(e) Except and to the extent specifically described in written
reports, copies of which have been furnished to the Banks, there is no pending
or threatened action, investigation or proceeding before any court,
governmental agency or arbitrator against or affecting the Company that would,
if adversely determined, have a material adverse effect on the financial
condition or operations of the Company or the ability of the Company to perform
its obligations hereunder or under any of the other Related Documents to which
it is, or is to be, a party, or that purports to affect the legality, validity
or enforceability of this Agreement or any other Related Document.

(f) The information provided by the Company about itself and under
the heading "The Company" in the Prospectus (the "COMPANY INFORMATION") was
accurate on and as of the date of the Prospectus in all material respects for
the purposes for which its use was authorized. The Company Information in the
Prospectus does not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made therein, in the
light of the circumstances under which they are or were made and as of the date
of the Prospectus, not misleading.

(g) The Company has filed all income tax returns and all other
material tax returns that are required to be filed by it and has paid all taxes
due pursuant to such returns or pursuant to any assessments received by it.
The charges, accruals and reserves on the books of the Company in respect of
taxes or other governmental charges are adequate in accordance with generally
accepted accounting principles.

(h) The balance sheet of the Company as of December 31, 1996, and
the related statements of income and cash flows of the Company for the Fiscal
Year then ended, and the balance sheet of the Company as of June 30, 1997, and
the related statements of income and cash flows of the Company for the three
months then ended, copies of which have been furnished to the Administrative
Agent for each Bank, fairly represent, subject, in the case of said balance
sheet as at June 30, 1997, and of said statements of income and cash flows for
the three months then ended, to year-end audit adjustments, the financial
condition of the Company as of such dates and the periods ended on such dates,
all in accordance with generally accepted accounting principles consistently
applied, and there has been no material adverse change in such condition or
operations since December 31, 1996, except such as may have occurred in the
ordinary course of business. The Company has no material liability, contingent
or otherwise, including material liabilities for taxes, for which it has not
provided adequate reserves in accordance with generally accepted accounting
principles.
<PAGE> 29
25

(i) The Company has good and marketable title to all of its
Property reflected on the balance sheet of the Company as of December 31, 1996,
as being owned by the Company, except for (A) such Property as has been
disposed of in the ordinary course of business, (B) pollution control
facilities being purchased by the Company under installment sales contracts and
the undivided ownership interest of the Michigan Public Power Agency in a
portion of the Belle River Power Plant, and (C) minor exceptions and minor
defects, irregularities and deficiencies that do not materially impair the use
of such Property for the purpose for which it is held by the Company.

(j) The Company is not in default under (and no event has occurred
that with the lapse of time or notice or action by a third party could result
in a default under) any instrument evidencing any Debt or under any agreement
relating thereto, or any indenture, mortgage, deed of trust, security
agreement, lease, franchise or other agreement or other instrument to which the
Company is a party or by which the Company or any of its Property is subject to
or bound.

(k) The Company is not in violation of any Legal Requirements to
which the Company is subject, nor has the Company failed to obtain any
licenses, permits, franchises, or other governmental authorizations necessary
to the ownership of its Property or to the conduct of its business, which
violation or failure to obtain materially adversely affects the business,
prospects, profits, Property or condition (financial or otherwise) of the
Company.

(l) The material Property used or to be used in the continuing
operations of the Company is in good repair, working order and condition as is
customary for a public utility.

(m) The Company is not an "investment company", or a company
"controlled" by an "investment company" (within the meaning of the Investment
Company Act of 1940, as amended). The Company is not a "holding company" but
is an "affiliate" of a "holding company" (within the meaning of the Public
Utility Holding Company Act of 1935, as amended ("PUHCA")), which holding
company is exempt from the provisions of PUHCA, other than Section 9(a)(2)
thereof, pursuant to Section 3(a)(2) thereof.

(n) No Plan Termination Event has occurred with respect to any
Plan or Multiple Employer Plan. Each Plan established or maintained by the
Company and its ERISA Affiliates is in compliance with all applicable
provisions of ERISA, and the Company and all of its ERISA Affiliates have filed
all reports required by ERISA and the Code to be filed with respect to each
Plan. The Company has no knowledge of any event that could result in a
liability of the Company or its ERISA Affiliates to the PBGC, whether under a
Plan, a Multiemployer Plan, or otherwise. The Company and all of its ERISA
Affiliates have met all requirements with respect to funding the Plans imposed
by ERISA or the Code. There have not been any nor are there now existing any
events or conditions that would permit any Plan to be terminated under
circumstances that would cause the lien provided under Section 4068 of ERISA to
attach to the Property of the Company or its ERISA Affiliates. The value of
the Plans' benefits guaranteed under Title IV of ERISA on the date hereof does
not exceed the value of such Plans' assets allocable to such

<PAGE> 30
26

benefits as of the date of this Agreement. No "Prohibited Transaction" within
the meaning of Section 406 of the Pension Reform Act, as amended, exists or
will exist upon the execution and delivery of this Agreement or any Related
Document.

(o) The Company carries insurance with reputable insurers or self
insurance, as is customary, in respect of its Property.

(p) In addition to the representations and warranties contained in
this Article V, all statements contained in any other Related Document or in
any agreement, document, instrument or certificate delivered by or on behalf of
the Company in connection with the transactions contemplated hereby and thereby
shall constitute representations and warranties made by the Company hereunder.
All representations and warranties made by or on behalf of the Company herein
shall survive the delivery of this Agreement, and any investigation at any time
made by or on behalf of the Administrative Agent or any Bank shall not diminish
its rights to rely thereon.

(q) No part of the proceeds of the Advances or the Notes will be
used directly or indirectly for the purpose of purchasing or carrying, or for
payment in full or in part of Debt that was incurred for the purposes of
purchasing or carrying, any margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System), or to extend
credit to others for the purpose of purchasing or carrying any margin stock.

(r) The Company is in substantial compliance with all
Environmental Laws and no material Environmental Event has occurred.

ARTICLE VI

COVENANTS OF THE COMPANY

SECTION 6.01. AFFIRMATIVE COVENANTS. So long as the Banks shall have
any Commitment under this Agreement, or the Company shall have an obligation to
pay any amount to any Bank hereunder or under any Purchased Note, the Company
will, unless the Majority Banks shall otherwise consent in writing:

(a) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and
maintain its corporate existence and all rights, privileges and franchises
necessary and desirable in the normal conduct of its business and in the
performance of its obligations under the Related Documents and not dissolve or
otherwise discontinue its existence or operations.

(b) COMPLIANCE WITH LAWS, ETC. Comply with all Legal Requirements
applicable to the Company and its Property.
<PAGE> 31
27

(c) PAYMENT OF TAXES, ETC. Pay and discharge before the same
shall become delinquent (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its Property and (ii) all lawful claims that, if
unpaid, might by law become a lien upon the Company's Property; provided,
however, that the Company shall not be required to pay and discharge or cause
to be paid and discharged any such tax, assessment, governmental charge, or
claim to the extent that the amount, applicability, or validity thereof shall
currently be contested in good faith by appropriate proceedings, so long as no
tax sale can occur during such proceedings and the Company shall have
established and shall maintain adequate reserves on its books for the payment
of such amounts.

(d) VISITATION RIGHTS. At any reasonable time and from time to
time, upon reasonable notice, permit the Administrative Agent or any agents or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the Properties of, the Company and
to discuss the affairs, finances and accounts of the Company with any of its
officers.

(e) KEEPING OF BOOKS. Keep proper books of record and account, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Company in accordance with generally accepted
accounting principles consistently applied.

(f) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve all of
its Properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

(g) MAINTENANCE OF INSURANCE. Maintain insurance with responsible
and reputable insurance carriers, or self-insurance as is customary, in such
amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar Properties in the same general areas in
which the Company operates.

(h) PERFORMANCE AND COMPLIANCE WITH OTHER COVENANTS. Perform and
comply in all material respects with each of the covenants binding on the
Company set forth in the Note Indenture and the other Related Documents, as in
effect on the date hereof, or as such covenants may hereafter be amended or
supplemented in accordance with the terms of this Agreement or such Related
Document.

(i) REPORTING REQUIREMENTS. Furnish to the Administrative Agent,
with sufficient copies for each of the Banks, the following:

(i) as soon as possible and in any event within five days
after the Company knows or has reason to know of the occurrence of an
Event of Default or an event that, with the giving of notice or time
lapse, or both, would constitute an Event of Default continuing on the
date of such statement, an Officer's Certificate of the Company
setting

<PAGE> 32
28

forth details of such Event of Default or event and the action that
the Company proposes to take with respect thereto;

(ii) as soon as possible and in any event within five days
after the Company knows or has reason to know of the occurrence of any
material adverse change in the financial condition or operations of
the Company, an Officer's Certificate of the Company setting forth
details of such material adverse change and the action that the
Company proposes to take with respect thereto;

(iii) to the extent not otherwise to be disclosed by the
Company in a report on Form 10-K, Form 10-Q or Form 8-K to be filed
with the Securities and Exchange Commission, promptly after the
commencement thereof, notice of all actions, suits and proceedings
against the Company before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, affecting the Company that may materially adversely affect
the financial condition or operations or prospects of the Company;

(iv) as soon as available and in any event within 45 days
after the end of each of the first three quarters of each Fiscal Year
of the Company, financial statements of the Company as of the end of
such quarter consisting of a balance sheet and the related statements
of income and changes in cash flow of the Company (or consisting of
such other financial information as is customary at the time of
preparation of such financial statements) for the portion of the
Fiscal Year ended at the end of such quarter, setting forth in the
case of statements of income and cash flows in comparative form the
figures for the corresponding quarter of the previous Fiscal Year,
and, in the event such financial statements have not been prepared in
accordance with generally accepted accounting principles consistently
applied, such financial statements shall be accompanied by a statement
of a responsible officer of the Company as to the reasons therefor;
and if an Event of Default or event that with notice or lapse of time,
or both, would constitute an Event of Default has occurred during such
quarter and is continuing, such financial statements shall be
accompanied by an Officer's Certificate of the Company containing a
statement as to the nature thereof and the action that the Company
proposes to take with respect thereto;

(v) as soon as available, and in any event within 90 days
after the end of each Fiscal Year, a copy of the annual report for
such year, including therein balance sheets of the Company as at the
end of such Fiscal Year, an income statement, and a cash flow
statement (or consisting of such other financial information as is
customary at the time of preparation of such financial statements) for
such Fiscal Year, setting forth in each case in comparative form the
figures for the previous year, in each case certified by independent
accountants of recognized standing, and if an Event of Default or an
event that, with notice or lapse of time or both, would constitute an
Event of Default, has occurred and is continuing, such annual report
shall be accompanied by an Officer's

<PAGE> 33
29

Certificate of the Company as to the nature thereof and detailing the
actions the Company proposes to take with respect thereto;

(vi) to the extent not otherwise to be disclosed by the
Company in a report on Form 10-K, Form 10-Q or Form 8-K to be filed
with the Securities and Exchange Commission, as soon as possible and
in any event within five days after occurrence of any material
Environmental Event, an Officer's Certificate of the Company setting
forth the details of such material Environmental Event and the action
that the Company proposes to take with respect thereto;

(vii) to the extent not otherwise to be disclosed by the
Company in a report on Form 10-K, Form 10-Q or Form 8-K to be filed
with the Securities and Exchange Commission, promptly upon becoming
aware thereof, notice of any Plan Termination Event or any event or
action that could result in the Company's or an ERISA Affiliate's
complete withdrawal, partial withdrawal or secondary liability for
withdrawal liability payments with respect to a Multiemployer Plan or
a Multiple Employer Plan, together with an Officer's Certificate of
the Company describing the event or the action taken and the reasons
therefor;

(viii) promptly after the sending or filing thereof, copies
of all material reports that the Company sends to its securityholders,
and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that the
Company files with the Securities and Exchange Commission; and

(ix) such other information regarding the business,
Property or the condition or operations, financial or otherwise, of
the Company as the Administrative Agent may from time to time
reasonably request.

(j) MAINTENANCE OF STATUS. Maintain its status as a public
utility regulated by the Michigan Public Service Commission and the Federal
Energy Regulatory Commission.

(k) ERISA. Maintain, and cause each of its ERISA Affiliates to
maintain, Plan assets that are at least equal in value to Plan benefits
guaranteed under Title IV of ERISA, and not permit any "Prohibited Transaction"
within the meaning of Section 406 of ERISA to exist.

(l) FURTHER ASSURANCES. Execute and deliver, or cause to be
executed and delivered, to the Administrative Agent from time to time, promptly
upon request therefor, any and all other and further instruments, and take all
further action, that may be necessary or that any Bank through the
Administrative Agent may reasonably request, in order to cure any deficiency in
the execution and delivery of, and to give full effect to, this Agreement or
any Related Document to which it is a party, or to describe more fully
particular aspects of any of the Company's agreements and undertakings provided
in this Agreement or so intended to be. In addition, the

<PAGE> 34
30

Company will use all reasonable efforts to duly fulfill all Legal Requirements
from time to time on or prior to such date as the same may become legally
required.

(m) USE OF PROCEEDS. Use the proceeds of all Advances solely for
the purchase of Unremarketed Notes pursuant to the terms and conditions of this
Agreement and the other Related Documents.

(n) NOTIFICATION OF AMENDMENTS. Notify the Administrative Agent
of any proposed amendment to or modification of any Related Document prior to
the effective date of such amendment or modification.

(o) REMARKETING IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS. In
the event that the Company at any time shall remarket Purchased Notes purchased
from the Banks pursuant to Section 2.06 of this Agreement, such remarketing
shall be in full compliance with all applicable Securities Laws.

SECTION 6.02. NEGATIVE COVENANTS. So long as the Banks shall have
any Commitment under this Agreement, or the Company shall have any obligation
to pay any amount to any Bank hereunder or under any Purchased Note, the
Company will not, without the prior written consent of the Majority Banks:

(a) AMENDMENT OF NOTE INDENTURE OR LIQUIDITY PROVIDER NOTE. Enter
into or consent to any amendment to or modification of the Note Indenture, as
in effect on the date hereof, which amendment to or modification of the Note
Indenture affects the form of Liquidity Provider Note attached as an exhibit to
the Note Indenture or requires the consent of all Beneficial Owners.

(b) MERGER, CONSOLIDATION OR SALE OF ASSETS. Dissolve, sell or
otherwise dispose of all or substantially all of its assets or consolidate
with, or merge into, another corporation or permit one or more other
corporations to consolidate with or merge into it; provided, however, that the
Company may merge into, or consolidate with or transfer or otherwise dispose of
substantially all of its assets to any other Person and any Person may merge
into, or consolidate with, the Company provided in each case that (i) the
Company has given the Administrative Agent prior written notice of its
intention to consummate such a transaction setting forth the details thereof,
(ii) immediately after giving effect thereto (A) no event shall occur and be
continuing which constitutes an Event of Default or would, with the passage of
time or giving of notice, or both, constitute an Event of Default and (B) the
entity formed by or resulting from such consolidation shall have a Consolidated
Net Worth at least equal to that of the Company prior to any such merger or
consolidation and there otherwise shall have been no material adverse change in
the consolidated financial position of the Company, (iii) the entity formed by
any such consolidation or into which the Company shall be merged, or to which
the Company's assets shall be transferred shall assume in a writing satisfactory
to the Majority Banks the Company's obligations under this Agreement and the
Related Documents to which the Company is a party, and (iv) in all cases the
surviving entity or entity formed by such consolidation, or the entity to

<PAGE> 35
31

which assets shall be transferred, shall be a public utility regulated by a
state Public Service Commission or the Federal Energy Regulatory Commission.

(c) ALTERNATE CREDIT FACILITY. Cause a substitute credit facility
to be established for the Company without payment in full to the Banks of all
obligations hereunder through and including the Termination Date.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. EVENTS OF DEFAULT. The occurrence of any of the
following events shall be an "EVENT OF DEFAULT" hereunder:

(a) The Company shall fail to pay any amount payable hereunder or
under any of the other Related Documents on the date when due or shall fail to
perform or observe any of the covenants and agreements contained in Section
6.01(i)(i) or Section 6.02; or

(b) Any representation or warranty made or deemed made by the
Company (or any of its officers) herein or by the Company (or any of its
officers) in connection with this Agreement or any of the other Related
Documents shall prove to have been incorrect in any material respect when made
or deemed made; or

(c) The Company shall fail to perform or observe any other term,
covenant or agreement (other than a term, covenant, or agreement whose
performance or observance is dealt with specifically elsewhere in this Section
7.01) contained in this Agreement on its part to be performed or observed and
any such failure shall remain unremedied for 30 days after written notice
thereof by the Administrative Agent to the Company; or

(d) (i) The Company shall fail to pay any Debt in excess of an
aggregate amount of $10,000,000 (excluding Debt under this Agreement), or any
interest or premium thereon, when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt, (ii) the Company shall fail to perform any
term, covenant, agreement or condition on its part to be performed or observed
under any agreement or instrument relating to any such Debt when required to be
performed or observed, and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt, or (iii) any such Debt shall be accelerated or declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof; or

<PAGE> 36

(e) The Company shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Company
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or any substantial part of its Property and, if instituted against the
Company shall remain undismissed for a period of 30 days or an "order for
relief" as defined in the United States Bankruptcy Reform Act of 1978, as
amended (the "FEDERAL BANKRUPTCY CODE"), shall be rendered prior to the
expiration of that 30-day period; or any judgment, writ, warrant of attachment
or execution or similar process shall be issued or levied against any
substantial part of the Property of the Company and shall not be released,
vacated or fully bonded within ten Business Days after its issue or levy, or
the Company shall take any action to authorize any of the actions set forth
above in this subsection (e); or

(f) One or more judgments, decrees or orders for the payment of
money the enforcement of which, in the aggregate, would have a material adverse
effect on the financial condition, results of operations, operations, Property
or prospects of the Company, shall be rendered against the Company, and either
(i) enforcement proceedings shall have been commenced by any creditor upon any
such judgment, decree or order, or (ii) there shall be any period of 30
consecutive days during which a stay of enforcement of any such judgment,
decree or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

(g) Any Plan Termination Event with respect to a Plan that the
Administrative Agent determines in good faith might constitute grounds for the
termination of any Plan or for the appointment of a trustee to administer any
Plan shall have occurred, and, 10 days after notice thereof shall have been
given by the Administrative Agent to the Company, (i) such Plan Termination
Event (if correctable) shall not have been corrected, and (ii) the then present
value of such Plan's vested benefits exceeds the then current value of assets
accumulated in such Plan by an amount which the Administrative Agent determines
in good faith could have a material adverse effect on the financial condition
or operations of the Company; or

(h) The Company or any ERISA Affiliate shall receive a notice of
liability or demand for payment with respect to a Multiemployer Plan or a
Multiple Employer Plan that the Administrative Agent determines in good faith
could have a material adverse effect on the financial condition or operations
of such Person; or

(i) An Environmental Event shall have occurred that materially
adversely affects the financial condition, business or operations of the
Company; or

(j) Any provision of this Agreement shall at any time for any
reason cease to be valid and binding on the Company, or shall be declared to be
null and void, or the validity or enforceability thereof shall be contested by
the Company, or a proceeding shall be commenced
<PAGE> 37
33

by any Governmental Authority seeking to establish the invalidity or
unenforceability thereof, or the Company shall deny that it has any or further
liability or obligation under this Agreement; or

(k) Any "Event of Default", however defined, under the Note
Indenture or any other Related Document shall have occurred and be continuing;
or

(l) Any other Related Document shall for any reason cease to be
in full force and effect; or

(m) The security interest in and lien created under the Note
Indenture on the general and refunding mortgage bond issued as security for the
Notes under the Mortgage shall cease to be a valid and perfected first priority
security interest and lien and such cessation shall be deemed to be material by
the Administrative Agent.

SECTION 7.02. UPON AN EVENT OF DEFAULT. If any Event of Default
shall have occurred and be continuing beyond any applicable grace period, the
Administrative Agent (i) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Company, declare the obligation of each Bank
to make Advances to be terminated, whereupon the same shall forthwith
terminate, or (ii) if any Purchased Notes are at the time outstanding, shall at
the request, or may with the consent, of the Majority Banks, give notice to the
Company that all outstanding Purchased Notes are subject to immediate
repurchase by the Company pursuant to this Agreement, at a price equal to the
sum of the unpaid principal amount thereof plus all interest accrued and unpaid
thereon, whereupon the Company shall have an obligation, which obligation shall
be immediately due and owing, absolutely and unconditionally, to effect such
repurchase by paying such price to the Administrative Agent, along with all
other amounts due and payable under this Agreement, in immediately available
funds, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Company, and (iii) shall at the
request, or may with the consent, of the Majority Banks, by notice to the
Company, declare the outstanding principal amount of all other amounts owing or
to become owing under this Agreement to be forthwith due and payable, whereupon
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company; provided, however, that in the event of
an actual or deemed entry of an order for relief with respect to the Company or
any of its subsidiaries under the Federal Bankruptcy Code, (A) the obligation
of each Bank to make Advances shall automatically be terminated, (B) the
Company shall have an immediate obligation to purchase all outstanding
Purchased Notes at a price equal to the unpaid principal amount thereof plus
all interest accrued and unpaid thereon and (C) all amounts owing or to become
owing hereunder shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Company.

<PAGE> 38
34

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. AUTHORIZATION AND ACTION. Each Bank hereby appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement, the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks and such instructions shall be
binding upon all Banks and all holders of Purchased Notes; provided, however,
that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
this Agreement or applicable law. The Administrative Agent agrees to give to
each Bank prompt notice of each notice given to it by the Company pursuant to
the terms of this Agreement. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Banks and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for the Company.

SECTION 8.02. ADMINISTRATIVE AGENT'S RELIANCE, ETC. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may consult with legal counsel
(including counsel for the Company), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Company or to inspect the property (including the
books and records) of the Company; (iv) shall not be responsible to any Bank
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; and (v) shall incur no liability under or in respect
of this Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 8.03. THE CHASE MANHATTAN BANK AND AFFILIATES. With respect
to its Commitment, the Advances made by it and the Purchased Notes held for its
benefit, The Chase Manhattan Bank shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as though it were
not the Administrative Agent; and the terms Bank
<PAGE> 39
35

and Banks shall, unless otherwise expressly indicated, include The Chase
Manhattan Bank in its individual capacity. The Chase Manhattan Bank and its
affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of its subsidiaries and any Person who may do business with or own
securities of the Company, or any such subsidiary, all as if The Chase
Manhattan Bank were not the Administrative Agent and without any duty to
account therefor to the Banks.

SECTION 8.04. BANK CREDIT DECISION. Each Bank acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Bank and based on the financial statements referred to in Section 5.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

SECTION 8.05. INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Company), ratably
according to the respective amounts of their Commitments, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement;
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Bank agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, to the extent that
the Administrative Agent is not reimbursed for such expenses by the Company.

SECTION 8.06. SUCCESSOR AGENT. (a) The Administrative Agent may
resign at any time by giving written notice thereof to the Banks and the
Company and may be removed at any time with cause by the Majority Banks. Upon
any such resignation or removal, the Majority Banks shall have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Majority Banks, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent's
giving of notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be a
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$250,000,000.
<PAGE> 40
36

(b) So long as no Event of Default, or event which, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default, shall have occurred and be continuing, the Company may at any time
remove the Administrative Agent with or without cause; provided that prior to
such removal a Bank acceptable to the Majority Banks shall have agreed to
accept the Company's appointment as successor Administrative Agent hereunder.

(c) Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Article VIII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. AMENDMENTS, ETC. (a) No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Company
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Banks, do any of the following: (i) waive or
modify any of the conditions specified in Article IV, (ii) increase the
Commitments of the Banks or subject the Banks to any additional obligations,
(iii) reduce the principal of, or interest on, the Advances, the Purchased
Notes or any fees or other amounts payable hereunder, (iv) postpone any date
fixed for any payment of principal of, or interest on, the Advances, the
Purchased Notes or any fees or other amounts payable hereunder, (v) change the
percentage of the Commitments or of the aggregate unpaid principal amount of
the Advances, the Purchased Notes, or the number of Banks, which shall be
required for the Banks or any of them to take any action hereunder, (vi) amend
this Section 9.01 or (vii) release any collateral securing the Purchased Notes
or change any provision of the Note Indenture providing for the release of any
collateral securing the obligations of the Company thereunder; and provided,
further, that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Banks required above to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement or with respect to any Purchased Note.

(b) No amendment or waiver of any provision of this Agreement
affecting the rights or duties of any Remarketing Agent, nor consent to any
departure by any party therefrom, shall in any event be effective unless the
same shall be in writing and signed by such Remarketing

<PAGE> 41
37

Agent. Except as provided in the preceding sentence, the consent of any
Remarketing Agent shall not be required for the amendment or waiver of, or
consent to departure from, any provision of this Agreement.

SECTION 9.02. NOTICES, ETC. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to the Company, at its address at 2000 Second Avenue,
853 W.C.B., Detroit, Michigan 48226, Attention: Assistant Treasurer-Banking; if
to any Bank, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; and if to the Administrative Agent, at its address at One
Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention: Mr.
Vincent Siino (Telecopy No.: 212-552-5777) (Telephone No.: 212-552-7423), with
a copy to Chase Securities Inc., at its address at 10 South LaSalle, 23rd
Floor, Chicago, Illinois 60603, Attention: Mr. David McSweeney (Telecopy No.:
312- 201-8324); or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall, when mailed, telecopied, telegraphed, telexed
or cabled, be effective when deposited in the mails, telecopied, delivered to
the telegraph company, confirmed by telex answerback or delivered to the cable
company, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VIII shall not be effective
until received by the Administrative Agent.

SECTION 9.03. NO WAIVER; REMEDIES. No failure on the part of any
Bank or the Administrative Agent to exercise, and no delay in exercising, any
right under any Related Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04. COSTS, EXPENSES, TAXES AND INDEMNIFICATION. (a) The
Company agrees to pay on demand all costs and expenses in connection with the
preparation, execution, delivery, administration, modification and amendment of
the Related Documents and the other documents to be delivered under the Related
Documents, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto and with
respect to advising the Administrative Agent as to its rights and
responsibilities under the Related Documents. The Company further agrees to
pay on demand all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses of each Bank, including the allocated
costs of staff counsel), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of the Related Documents and the
other documents to be delivered under the Related Documents, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 9.04. In addition, the Company shall
pay any and all stamp and other taxes payable or determined to be payable in
connection with the execution, delivery, filing and recording of the Related
Documents and the other documents to be delivered under the Related Documents,
and agrees to save the Administrative Agent and each Bank harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes.

<PAGE> 42
38

(b) The Company hereby agrees to indemnify and hold the
Administrative Agent and the Banks and their respective officers, directors,
employees, professional advisors and affiliates (each, an "INDEMNIFIED PERSON")
harmless from and against any and all claims, damages, losses, liabilities,
costs or expenses (including reasonable attorney's fees and expenses, whether
or not such Indemnified Person is named as a party to any proceeding or
investigation or is otherwise subjected to judicial or legal process arising
from any such proceeding or investigation) which any of them may incur or which
may be claimed against any of them by any person or entity (except to the
extent such claims, damages, losses, liabilities, costs or expenses arise from
the gross negligence or willful misconduct of the Indemnified Person):

(i) by reason of or in connection with the execution,
delivery or performance of any of the Related Documents or any
transaction contemplated thereby, or the use by the Company or any
Remarketing Agent of the proceeds of any Advance; or

(ii) by reason of any inaccuracy or alleged inaccuracy in
any material respect, or any untrue statement or alleged untrue
statement of any material fact, contained in any registration
statement relating to the Notes or in the Prospectus relating to the
Notes or any amendment or supplement thereto, except to the extent
contained in or arising from information in the Prospectus relating to
the Notes supplied in writing by and describing the Administrative
Agent or the Banks.

(c) The Company's obligations under this Section 9.04 shall
survive the repayment of all amounts owing to the Administrative Agent and the
Banks under the Related Documents and the termination of the Commitments. If
and to the extent that the obligations of the Company under this Section 9.04
are unenforceable for any reason, the Company agrees to make the maximum
contribution to the payment and satisfaction thereof which is permissible under
applicable law.

SECTION 9.05. RIGHT OF SET-OFF. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of any request or
the granting of any consent specified by Section 7.02 to authorize the
Administrative Agent to demand a repurchase of Purchased Notes or to declare
Advances due and payable pursuant to the provisions of Section 7.02, each Bank
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the account
of the Company against any and all of the obligations of the Company now or
hereafter existing under any Related Document, whether or not such Bank shall
have made any demand under this Agreement and although such obligations may be
unmatured. Each Bank agrees promptly to notify the Company after any such
set-off and application made by such Bank, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Bank under this Section 9.05 are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which such
Bank may have.

<PAGE> 43
39

SECTION 9.06. BINDING EFFECT; ASSIGNMENTS; PARTICIPATIONS (a) This
Agreement shall become effective when it shall have been executed by the
Company, the Administrative Agent, the Banks and the Remarketing Agents, and
thereafter shall be binding upon and inure to the benefit of the Company, the
Administrative Agent, each Remarketing Agent and each Bank and their respective
successors and assigns, except that: (i) the Company shall not have the right
to assign its rights hereunder or any interest herein without the prior written
consent of the Banks, and (ii) the Banks shall not have the right to assign or
transfer any portion of their respective Commitments (except for assignments or
pledges to a Federal Reserve Bank) (A) without the prior written consent of the
Company (unless an Event of Default shall have occurred and be continuing, in
which event no such consent shall be required) and the Administrative Agent,
which consents shall not be unreasonably withheld, (B) to any assignee Bank
that is not an Eligible Bank and (C) unless the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording, an Assignment and Acceptance substantially in the form of Exhibit B,
and a processing and recordation fee of $3,500 payable by the assigning Bank
and/or the assignee Bank (such processing and recordation fee not to be payable
by the Company under any circumstances).

(b) Each Bank may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and its beneficial interest in any
Purchased Notes); provided, however, that (i) such Bank's obligations under
this Agreement (including, without limitation, its Commitment) shall remain
unchanged, (ii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, and (iii) the Company, the
Administrative Agent, the Remarketing Agents and the other Banks shall continue
to deal solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement.

SECTION 9.07. ELIGIBLE BANK STATUS. Each Bank confirms that it
satisfies the requirements of an Eligible Bank on the date of this Agreement.
If at any time any Bank shall cease to satisfy the requirements of an Eligible
Bank, such Bank shall assign its Commitments to an Eligible Bank as promptly as
is practicable in compliance with terms and provisions of Section 9.06;
provided, however, that so long as any Bank satisfies the requirements set
forth in clause (i) of the definition of Eligible Bank and is in the process of
promptly (and in no event later than 10 Business Days following the date on
which such Bank ceased to satisfy the requirements of an Eligible Bank)
restoring its compliance with the other requirements for Eligible Bank status,
such Bank shall not be required to effect the assignment of its Commitments
otherwise required by this sentence.

SECTION 9.08. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

SECTION 9.09. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

<PAGE> 44
S-1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

THE DETROIT EDISON COMPANY

By /s/ C.C. Arvani
---------------------------------
Name: C.C. Arvani
Title: Assistant Treasurer

THE CHASE MANHATTAN BANK,
as Administrative Agent and as Bank

By /s/ Lawrence Palumbo, Jr.
---------------------------------
Name: Lawrence Palumbo, Jr.
Title: Vice President

CITICORP SECURITIES, INC.,
as Remarketing Agent

By /s/ Kerry Kearney
---------------------------------
Name: Kerry Kearney
Title: Managing Director

LEHMAN BROTHERS INC.,
as Remarketing Agent

By /s/ Roger H. Goodspeed
---------------------------------
Name: Roger H. Goodspeed
Title: Managing Director

<PAGE> 45
S-2

THE BANK OF NEW YORK

By /s/ John N. Watt
----------------------------------
Name: John N. Watt
Title: Vice President

<PAGE> 46

S-3

THE BANK OF NOVA SCOTIA

By /s/ F.C.H. Ashby
---------------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations

<PAGE> 47

S-4

BAYERISCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH

By /s/ Peter Obermann
-----------------------------
Name: Peter Obermann
Title: Senior Vice President

By /s/ Sean O'Sullivan
-----------------------------
Name: Sean O'Sullivan
Title: Second Vice President

<PAGE> 48

S-5

CIBC INC.

By /s/ John P. Burke
-----------------------------
Name: John P. Burke
Title: Director, CIBC Wood Gundy
Securities Corp., as Agent

<PAGE> 49

S-6

THE DAI-ICHI KANGYO BANK, LTD.
CHICAGO BRANCH

By /s/ Seilchiro Ino
------------------------------
Name: Seilchiro Ino
Title: Vice President

<PAGE> 50

S-7

THE FUJI BANK, LIMITED

By /s/ Peter L. Chinnici
-----------------------------------
Name: Peter L. Chinnici
Title: Joint General Manager

<PAGE> 51

S-8

THE INDUSTRIAL BANK OF JAPAN, LIMITED

By /s/ Masashi Sakai
----------------------------------
Name: Masashi Sakai
Title: Joint General Manager

<PAGE> 52
S-9

MELLON BANK, N.A.

By /s/ Richard A. Matthews
--------------------------------
Name: Richard A. Matthews
Title: Vice President

<PAGE> 53

S-10

MICHIGAN NATIONAL BANK

By /s/ James L. Tesen
---------------------------------
Name: James L. Tesen
Title: Vice President and
Relationship Manager

<PAGE> 54
S-11

SOCIETE GENERALE, CHICAGO BRANCH

By /s/ Eric E.O. Siebert, Jr.
----------------------------------
Name: Eric E.O. Siebert, Jr.
Title: Corporate Banking
Manager - Midwest

<PAGE> 55

S-12

THE SUMITOMO BANK LIMITED

By /s/ John H. Kemper
------------------------------------
Name: John H. Kemper
Title: Senior Vice President

<PAGE> 56

SCHEDULE I

THE DETROIT EDISON COMPANY

STANDBY NOTE PURCHASE
CREDIT FACILITY

<TABLE>
<CAPTION>
Domestic Eurodollar
Name of Bank Lending Office Lending Office Commitment
------------ -------------- -------------- ----------
<S> <C> <C> <C>
The Chase Manhattan Bank One Chase Manhattan Plaza [See Domestic Lending $9,250,000
8th Floor Office]
New York, NY 10081
Attn: Mr. Thomas Casey
Telephone: 212-552-7518
Facsimile: 212-552-6276
The Bank of New York One Wall Street [See Domestic Lending $8,250,000
New York, NY 10286 Office]
Attn: Mr. Timothy Lynch
Telephone: 212/635-7863
Facsimile: 212/635-7923

The Bank of Nova Scotia 600 Peachtree Street, N.E. [See Domestic Lending $8,250,000
Suite 2700 Office]
Atlanta, GA 30308
Attn: Ms. Vicky Gibson
Telephone: 404/877-1500
Facsimile: 404/888-8998

Bayerische Landesbank 560 Lexington Avenue [See Domestic Lending $8,250,000
Girozentrale, New York 17th Floor Office]
Branch New York, NY 10022
Attn: Mr. Sean O'Sullivan
Telephone: 212/310-9913
Facsimile: 212/310-9868

CIBC Inc. 425 Lexington Avenue [See Domestic Lending $8,250,000
5th Floor Office]
New York, NY 10017
Attn: Mr. John Burke
Telephone: 212/856-3919
Facsimile: 212/856-3991

The Dai-Ichi Kangyo 10 South Wacker Drive [See Domestic Lending $8,250,000
Bank, Ltd. Chicago 26th Floor Office]
Branch Chicago, IL 60606
Attn: Mr. Richard Howard
Telephone: 312/715-6369
Facsimile: 312/876-2011
</TABLE>
<PAGE> 57
2

<TABLE>
<S> <C> <C> <C>
The Fuji Bank, Limited 225 West Wacker Drive [See Domestic Lending $8,250,000
Suite 2000 Office]
Chicago, IL 60606-1230
Attn: Mr. Phil Langheim
Telephone: 312/621-0518
Facsimile: 312/621-0539

The Industrial Bank of 227 West Monroe Street [See Domestic Lending $8,250,000
Japan, Limited Suite 2600 Office]
Chicago, IL 60606
Attn: Mr. Bruce Davis
Telephone: 312/855-8484
Facsimile: 312/855-8200

Mellon Bank, N.A. 3 Mellon Bank Center [See Domestic Lending $8,250,000
Room 2302 Office]
Pittsburgh, PA 15259-0003
Attn: Ms. Cathy Capp
Telephone: 412/234-1870
Facsimile: 412/236-2027

Michigan National Bank 24101 Novi Road [See Domestic Lending $8,250,000
Suite 101 Office]
Novi, MI 48375
Attn: Mr. James Tesen
Telephone: 248/449-8923
Facsimile: 248/449-8927

Societe Generale, 181 West Madison Street [See Domestic Lending $8,250,000
Chicago Branch Suite 3400 Office]
Chicago, IL 60602
Attn: Mr. Boyd Harman
Telephone: 312/578-5057
Facsimile: 312/587-5099
The Sumitomo Bank 233 South Wacker Drive, [See Domestic Lending $8,250,000
Limited Suite 4800 Office]
Chicago, IL 60606-6448
Attn: Mr. Vic Pierzchalski
and Mr. James Beckett
Telephone: 312/876-6403
and
312/876-7794
Facsimile: 312/876-6436

</TABLE>
<PAGE> 58

EXHIBIT A

NOTICE OF FAILED REMARKETING
AND BORROWING REQUEST

The Chase Manhattan Bank,
as Administrative Agent
for the Banks parties
to the Standby Note Purchase
Credit Facility referred to below
One Chase Manhattan Plaza
8th Floor
New York, New York 10081
Attention: Mr. Thomas Casey

[Date]

Gentlemen:

The undersigned, [Citicorp Securities, Inc.] [Lehman Brothers Inc.]
(the "REMARKETING AGENT"), refers to the Standby Note Purchase Credit Facility,
dated as of September __, 1997 (the "AGREEMENT", the terms defined therein
being used herein as therein defined), among The Detroit Edison Company (the
"COMPANY"), certain Banks parties thereto, The Chase Manhattan Bank, as
Administrative Agent for said Banks, the Remarketing Agent and [Citicorp
Securities, Inc.] [Lehman Brothers Inc.]. Pursuant to Section 2.03 of the
Agreement, the Company has authorized the Remarketing Agent to notify you in
the event of any Failed Remarketing and to request a Borrowing in connection
therewith. The Remarketing Agent hereby represents and warrants that (i) it is
a Remarketing Agent under the Remarketing Agreement on and as of the date
hereof, (ii) the Remarketing Agreement is in full force and effect on the date
hereof, (iii) a Failed Remarketing has occurred on the date hereof with respect
to $________ in outstanding principal amount of Unremarketed Notes tendered to
the Remarketing Agent and (iv) the Remarketing Agent has received adequate
funds to pay all accrued and unpaid interest, if any, with respect to such
Unremarketed Notes, or has informed the Company of the Company's obligation to
pay such accrued and unpaid interest on the date hereof. The Remarketing Agent
hereby gives you notice, irrevocably, pursuant to Section 3.01 of the
Agreement, that it requests a Borrowing under the Agreement in connection with
the Failed Remarketing described herein, and in that connection sets forth
below the information relating to such Borrowing as required by Section 3.01(a)
of the Agreement.

<PAGE> 59

(A) The Business Day of the requested Borrowing is ___________,
19__; and

(B) The aggregate amount of the requested Borrowing is $________.

Very truly yours,

[CITICORP SECURITIES, INC.]
[LEHMAN BROTHERS INC.]

By _________________________________
Name:
Title:

<PAGE> 60

EXHIBIT B

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Standby Note Purchase Credit Facility dated
as of September 12, 1997 (the "AGREEMENT") among The Detroit Edison Company, a
Michigan corporation (the "COMPANY"), the Banks (as defined in the Agreement),
The Chase Manhattan Bank, as Administrative Agent for the Banks (the
"ADMINISTRATIVE AGENT") and the Remarketing Agents named therein as parties
thereto. Terms defined in the Agreement are used herein with the same meaning.

_______________________ (the "ASSIGNOR") and _____________________
(the "ASSIGNEE") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date as set forth in Schedule 1 hereto (the "EFFECTIVE DATE"), an
interest (the "ASSIGNED INTEREST") in and to the Assignor's rights and
obligations under the Agreement with respect to those credit facilities
contained in the Agreement as are set forth on Schedule 1 (individually, an
"ASSIGNED FACILITY"; collectively, the "ASSIGNED FACILITIES"), in a principal
amount and percentage for each Assigned Facility as set forth on Schedule 1.

2. The Assignor (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Agreement, any other Related
Document or any other instrument or document furnished pursuant thereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Agreement, any other Related Document or any other instrument or
document furnished pursuant thereto, other than that it has not created any
adverse claim upon the interest being assigned by it hereunder and that such
interest is free and clear of any such adverse claim; and (ii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company, any of its subsidiaries or any other
obligation or the performance or observance by the Company, any of its
subsidiaries or any other obligor of any of their respective obligations under
the Agreement or any other Related Document or any other instrument or document
furnished pursuant hereto or thereto.

3. The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Agreement, together with copies of the financial
statements referred to in Section 5.01(h) thereof, the financial statements
delivered pursuant to Section 6.01(i) thereof, if any, and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance; (iii) agrees that it
will, independently and without reliance upon

<PAGE> 61
2

the Assignor, the Administrative Agent or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Agreement, the other Related Documents or any other instrument or document
furnished pursuant hereto or thereto; (iv) confirms that it is an Eligible
Bank; (v) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under the Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (vi) agrees that it will perform
in accordance with their terms all of the obligations which by the terms of the
Agreement are required to be performed by it as a Bank; and (vii) specifies as
its Domestic Lending Office and its Eurodollar Lending Office the respective
offices set forth beneath its name on the signature pages hereof.

4. Following the execution of this Assignment and Acceptance, it
will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent pursuant to Section 9.06 of the Agreement, effective
as of the Effective Date (which date shall not, unless otherwise agreed to by
the Administrative Agent, be earlier than five Business Days after the date of
such acceptance and recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignee which accrue subsequent to the Effective Date.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Agreement for periods prior to the Effective Date directly between
themselves.

6. From and after the Effective Date, (i) the Assignee shall be a
party to the Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Bank thereunder and shall be
bound by the provisions thereof and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Agreement.

7. This Assignment and Acceptance shall be governed by and
construed in accordance with the law of the State of New York.

8. This Assignment and Acceptance may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Assignment and
Acceptance by signing any such counterpart.

<PAGE> 62
3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By:_________________________________
Name:
Title:

[NAME OF ASSIGNEE]

By:_________________________________
Name:
Title:

Domestic Lending Office:
[Address]

Eurodollar Lending Office:
[Address]

<PAGE> 63

Accepted this ____ day
of ____________, 19__

THE CHASE MANHATTAN BANK, as
Administrative Agent

By:______________________________
Name:
Title:

[Consented to this _____ day
of __________, 19___

THE DETROIT EDISON COMPANY

By:______________________________]1
Name:
Title:

- ---------------------

1 To be included if required under Section 9.06(a) of the Facility
Agreement.

<PAGE> 64

Schedule 1 to
Assignment and Acceptance
relating to the Standby Note Purchase Facility,
dated as of September 12, 1997,
among The Detroit Edison Company, the banks party thereto,
The Chase Manhattan Bank,
as Administrative Agent for the Banks
(in such capacity, the "ADMINISTRATIVE AGENT")
and the Remarketing Agents party thereto

Name of Assignor: _________________________________

Name of Assignee: _________________________________

Effective Date of Assignment: _____________________

<TABLE>
<CAPTION>
Facility Principal Percentage
-------- Amount Assigned Assigned
--------------- --------
<S> <C> <C> <C>
</TABLE>